Basic Consulting Agreement

In working with me (ďThe ConsultantĒ) you agree to the following conditions as standard on consulting projects. Each project WILL have itís own contract but these are the basic terms of agreement.

1. Appointment of Consultant

The Company appoints the Consultant to provide the Consulting Services to the Company and the Consultant agrees to provide such Consulting Services for the Duration of the Agreement upon the terms and conditions hereinafter mentioned.

2.†Consulting Services

The Consulting Services to be performed by the Consultant under this Agreement include:

2.1††††††††† e-Business Strategy and Development; and

2.2††††††††† such other services as the Company and the Consultant may agree to from time to time, during the Duration of the Agreement.

3.†Duration of the Agreement

The Consulting Agreement shall commence with effect from Start Date until Termination Date or until this Agreement is terminated in accordance with Clause 8.

4.†Consultantís Obligations

For the Duration of the Agreement the Consultant shall:

4.1††††††††† perform the Consulting Services;

4.2††††††††† make himself available to the Company for not less than 8 working hours during each day and for not less than 1 working days during each week, at such times and such locations as the Company and Consultant shall agree from time to time; and

4.3††††††††† perform his obligations in an expert and diligent manner and to the best of his ability.

5.†Fee

5.1††††††††† The Company shall pay to the Consultant an hourly fee of £25 (exclusive of any value added tax).

5.2††††††††† These instalments are to be paid on the last working day of each calendar month, subject to delivery of the Consultantís invoice to the Company therefore.

6.†Expenses

The Company shall reimburse the Consultant all travelling and other expenses reasonably incurred by him in the proper performance of his obligations hereunder, other than his expenses of travelling between his normal place of residence and the premises at which the Consultancy Services are to be performed, provided that on request, the Consultant shall provide the Company with such vouchers or other evidence of actual payment of such expenses as the Company may reasonably require.

7.†Late Payment

If the Company fails to make any payment due to the Consultant under Clauses 5 and 6 on the due date then, without prejudice to any other right or remedy available to the Consultant, the Consultant shall be entitled to:

7.1††††††††† terminate this Agreement by giving written notice to the Company provided that the Company fails to make the due payment within 5 working days after receiving written notice from the Consultant giving full particulars of the payment due and requiring such payment to be made within† 5 working days; and

7.2††††††††† charge the Company interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent per annum above HSBC base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

8.†Termination

Without limitation both Parties may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party:

8.1††††††††† commits any breach of this Agreement (excluding late payment under Clause 7) and, in the case of a breach which is capable of remedy, fails to remedy it within 30 daysí after receiving written notice giving full particulars of the breach and requiring it to be remedied; or

8.2††††††††† is incompetent, guilty of gross misconduct and/or any serious or persistent negligence in respect of his obligations hereunder.

 

PROVIDED ALWAYS that the Company may not terminate this Agreement solely for the reason of the Consultantís absence through illness or injury unless such injury prevents the Consultant from providing any Consulting Services to the Company.

9.†Confidential Information

9.1††††††††† Both Parties shall at all times keep confidential (and take reasonable steps to procure that its employees and agents shall keep confidential) and shall not at any time for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any information relating to the other Partyís business methods, plans, systems, finances, projects, trade secrets or provision of products or services to which it attaches confidentiality or in respect of which it holds an obligation to a third party.

9.2††††††††† Upon termination of this Agreement for whatever reason the both Parties shall deliver to the other Party all working papers or other material and copies provided to him pursuant to this Agreement or prepared by him either in pursuance of this Agreement or previously.

10.†Tax Liabilities

10.1†††††† The Consultant warrants and represents to the Company that he is an independent contractor of self-employed status.

10.2†††††† The Consultant undertakes to the Company that he will:

10.2.1†† pay all tax and National Insurance contributions in relation to payments made to him by the Company pursuant to this Agreement; and

10.2.2†† indemnify the Company in respect of any claims that may be made by the relevant authorities against the Company in respect of tax, National Insurance or similar contributions relating to the Consulting Services.

11.Notice

All notices to be given under this Agreement by either Party to the other shall be in writing and shall be served by sending the same by registered post or recorded delivery to the last known address of the other Party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice.

12.†Nothing in this Agreement shall render the Consultant an employee, agent or partner of the Company and the Consultant shall not hold himself as such.

13.†Applicable Law and Jurisdiction

13.1†††††† This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

13.2†††††† The Parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

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