Terry Forsey Consulting of Buckworth Barn, Gretton, England NN17 3DF (“Terry Forsey”)
- AND –
The Independent, freelance contractor to whom a letter of appointment (the “Letter”) is addressed. (the "Contractor").
- The “Agreement” means the Letter to the Contractor and subject to the Terms and Conditions included herein.
- Terry Forsey is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide services to Terry Forsey.
- The Contractor is agreeable to providing such services to Terry Forsey on the terms and conditions set out in the Letter and this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, Terry Forsey and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
1. Terry Forsey hereby agrees to engage the Contractor to provide Terry Forsey with services (the "Services") as detailed within the Letter
2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to Terry Forsey.
Term of Agreement
3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until terminated as provided in this Agreement.
4. If either Party wishes to terminate this Agreement, that Party will be required to provide 30 days written notice to the other Party.
5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
7. For the services rendered by the Contractor as required by this Agreement, Terry Forsey will provide compensation (the "Compensation") to the Contractor the rates as detailed within the Letter.
8. Terry Forsey will be invoiced after the work is complete.
9. Invoices submitted by the Contractor to Terry Forsey are due within 30 days of receipt.
10. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Compensation and the Contractor will indemnify the Company in respect of any such payments required to be made by the Company.
Reimbursement of Expenses
11. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.
12. Confidential information (the "Confidential Information") refers to any data or information relating to the business of Terry Forsey which would reasonably be considered to be proprietary to Terry Forsey including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of Terry Forsey and where the release of that Confidential Information could reasonably be expected to cause harm to Terry Forsey.
13. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by Terry Forsey or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
Ownership of Intellectual Property
14. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of Terry Forsey. Where the Intellectual Property incorporates components including but not limited to software, icons, photos, animations, audio tracks etc. and which are subject to separate Licence terms (the “Licenced Components”), the Contractor will ensure that valid licences are in place in perpetuity for these Licenced Components.
The use of Intellectual Property by Terry Forsey will not be restricted in any manner.
15. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of Terry Forsey. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
Return of Property
16. Upon the expiry or termination of this Agreement, the Contractor will return to Terry Forsey any property, documentation, records, or Confidential Information which is the property of Terry Forsey.
Independent Contractor Capacity
17. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and Terry Forsey acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
18. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and deemed to have been delivered to the Parties of this Agreement as follows:
I. when delivered, if delivered by courier or another messenger (including registered mail) during normal business hours of the recipient; or
II. when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
III. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
IV. on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case, notices shall be addressed to the most recent address or e-mail address to the other Party.
19. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
20. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
21. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Country of England. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the Country of England.
Modification of Agreement
22. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
Time of the Essence
23. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
24. The Contractor will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of Terry Forsey.
25. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.
26. This Agreement will endure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
27. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
28. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
29. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Country of England, without regard to the jurisdiction in which any action or special proceeding may be instituted.
30. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
31. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.