This agreement is made on [DATE] between:
Company A, with a registered office at [ADDRESS] (“Company A”); and Company B, with a registered office at [ADDRESS] (“Company B”).
Whereas: (A) Company A is in the business of [DESCRIBE BUSINESS OF COMPANY A]. (B) Company B is in the business of [DESCRIBE BUSINESS OF COMPANY B]. (C) The parties wish to enter into an agreement for the provision of services by Company A to Company B on the terms and conditions set out in this agreement. It is agreed as follows:
“Affiliate” means, in relation to a party, any subsidiary or holding company of that party from time to time, and any subsidiary of any such holding company;
“Business Day” means a day (other than a Saturday, Sunday or public holiday in [COUNTRY]) on which banks in [COUNTRY] are open for general business;
“Commencement Date” means the date of this agreement;
“Confidential Information” means all information or material that is proprietary to a party or its Affiliates and is either marked as confidential or which would reasonably be considered to be confidential information of that party or its Affiliates taking into account its nature and the manner of its disclosure;
“Deliverables” means the documents and other materials to be delivered by Company A to Company B pursuant to this agreement;
Intellectual Property Rights: "Intellectual Property Rights" means all patents, utility models, rights to inventions, copyrights, moral rights, neighboring and related rights, trademarks and service marks, trade names and domain names, trade dress and trade secrets, rights in designs, rights in software, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, whether registered or unregistered, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which may subsist now or in the future in any part of the world.
The Client acknowledges and agrees that any and all intellectual property rights created, developed, or provided by the Service Provider in connection with the provision of the Services, including but not limited to any and all deliverables, reports, analyses, recommendations, processes, software, tools, and techniques, shall be the exclusive property of the Service Provider, unless otherwise agreed in writing by the parties. The Service Provider hereby grants to the Client a non-exclusive, non-transferable, royalty-free license to use such intellectual property solely for the purpose of receiving and utilizing the Services. The Client shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any intellectual property rights of the Service Provider without its prior written consent.
“Losses” means all liabilities, losses, damages, costs and expenses (including legal and other professional expenses properly incurred and any amounts paid or to be paid in settlement of any claim or suit);
“Services” means the services to be provided by Company A to Company B pursuant to this agreement;
“Term” means the term of this agreement as set out in clause 10.1; and “VAT” means value added tax chargeable under the laws of any relevant jurisdiction.
2.1 Company A shall provide the Services to Company B in accordance with this agreement.
2.2 Company A shall use all reasonable skill and care in providing the Services.
2.3 Company A shall perform the Services in a professional and workmanlike manner.
2.4 Company A shall provide the Services in accordance with any specification agreed between the parties.
3.1 Company A shall deliver the Services:
(a) in accordance with any timetable agreed between the parties; and
(b) at such times and places as are agreed between the parties.
3.2 Without prejudice to clause
3.1, Company A shall use its reasonable endeavours to complete the provision of the Services by [DATE].
4.1 Company B shall:
Obligations of Company B:
Company B shall:
(a) provide full cooperation to Company A in all matters relating to the provision of the Services;
(b) grant access to its premises, office accommodation, and other facilities as required by Company A, its employees, agents, contractors, and sub-contractors for the provision of the Services;
(c) provide Company A with all necessary information and materials, which shall be complete and accurate in all material respects, that may be required to supply the Services;
(d) obtain and maintain all necessary licenses, permissions, and consents required for the provision of the Services by Company A, prior to the commencement date of the Services.
Company B shall ensure that all information, materials, and facilities provided to Company A comply with all applicable laws, regulations, and industry standards.
Furthermore, Company B shall promptly notify Company A of any changes to its facilities or information that may impact the provision of the Services, and shall take all necessary actions to ensure that Company A can continue to provide the Services without interruption.
4.2 Company B shall ensure that its employees, agents, contractors and sub-contractors cooperate fully with Company A, its employees, agents, contractors and sub-contractors and comply with all reasonable oral or written directions issued by Company A from time to time in relation to the provision of the Services.
5.1 Company B shall pay to Company A the charges for the provision of the Services in accordance with the payment schedule set out in Schedule 1 (Charges and Payment Schedule).
5.2 All charges quoted by Company A are exclusive of VAT, which shall be payable by Company B in addition at the prevailing rate from time to time.
5.3 Company B shall make all payments due under this agreement without any set-off, counterclaim, deduction or withholdings of any kind.
5.4 If Company B fails to make any payment due to Company A under this agreement on the due date for payment, then, without limiting Company A’s remedies under this agreement, Company B shall pay interest on the overdue amount at the rate of [PERCENTAGE] per annum accruing on a daily basis from the due date until actual payment is made, whether before or after judgment. Company B shall pay the interest together with the overdue amount.
6.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any Confidential Information disclosed to it by the other party.
6.2 This clause 6 shall not apply to any information which: (a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its representatives in breach of this agreement); (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (c) is received by the receiving party from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (d) is independently developed by the receiving party.
7.1 All Intellectual Property Rights in the Deliverables shall be owned by Company B.
7.2 Company A hereby assigns (with full title guarantee) to Company B all its Intellectual Property Rights in the Deliverables.
7.3 Company A shall, at Company B’s request and at Company B’s expense, execute all documents and perform all acts reasonably required to give effect to the provisions of this clause
8.1 Company A warrants and represents that:
(a) it has the legal right and authority to enter into this agreement and to perform the obligations set out in this agreement;
(b) it has all necessary skills, experience, qualifications, consents, licences and permissions to provide the Services;
(c) it will comply with all applicable laws and regulations in providing the Services; and (d) it will use all reasonable skill and care in providing the Services.
9.1 Company A shall indemnify and hold harmless Company B and its Affiliates and their respective officers, directors and employees from and against all Losses arising out of or in connection with any claim by a third party that the use of the Services by Company B infringes the Intellectual Property Rights of that third party.
10.1 This agreement shall commence on the Commencement Date and, subject to earlier termination in accordance with this agreement, shall continue in full force and effect until [DATE] (the “Initial Term”).
10.2 On expiry of the Initial Term, this agreement shall automatically renew for successive periods of [NUMBER] [YEARS/MONTHS] each on the same terms and conditions as this agreement, unless either party gives to the other party not less than [NUMBER] [MONTHS’/YEARS’] prior written notice of its intention not to renew this agreement.
10.3Termination of Agreement: Either party may terminate this agreement upon written notice to the other party if (a) the other party fails to pay any amount due under this agreement within [NUMBER] days after receiving written notice to make such payment; (b) the other party commits a material breach of any term of this agreement that cannot be remedied; (c) the other party commits a material breach of any term of this agreement that can be remedied, and fails to remedy such breach within [NUMBER] days of receiving written notice specifying the breach and requiring it to be remedied; or (d) the other party repeatedly breaches any of the terms of this agreement in a manner that would reasonably be considered to be persistent or willful. Any termination shall be without prejudice to any other rights or remedies a party may be entitled to under this agreement or at law.
10.4 Either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
(b) the other party commences negotiations with all, or substantially all, of its creditors with a view to rescheduling any of its debts;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company);
(d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
(e) the holder of a qualifying floating charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the assets of the other party;
(g) the other party makes any arrangement or composition with its creditors;
(h) the other party is subject to any procedure or process analogous to any of those set out in sub-clauses (a) to (g) inclusive in any applicable jurisdiction; or (i) the other party ceases, or threatens to cease, carrying on business.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
[Your Company Name]