Project Proposal Terms & Conditions

Trade secrets (the “Trade Secrets”) include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern of test result relating to the business of the Client, which are secret and proprietary to the Client, and which give the business a competitive advantage where the release of the Trade Secret could be reasonably expected to cause harm to the Client.

The Contractor agrees that they will not disclose, divulge, reveal, report of use, for any purpose, any Trade Secrets which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive for a period of 12 months, upon termination of the Agreement.

 All intellectual property and related material, including any Trade Secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under the agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

The Contractor may not use the Intellectual Property for any purpose other than that contracted for in the Agreement except with the written consent of the Client.

Upon the expiry or termination of the Agreement, the Contractor will return to the Client any property, documentation, records of confidential information which is the property of the Client.

In providing the Services under the Agreement it is expressly agreed that the Contractor is acting as an independent Contractor and not as an employee. The Contractor and the Client acknowledge that the Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. 

Except as otherwise provided in the Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third-party subcontractor to perform some or all of the obligations of the Contractor under the Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

In the event that the Contractor hires a subcontractor:

• The Contractor will pay the subcontractor for its services and the Payment will remain payable by the Client to the Contractor.
• For the purpose of the indemnification clause of the Agreement, the subcontractor is an agent of the Contractor.

Except as otherwise provided in the Agreement, the Contractor will have full control over working time, methods, and decision making in relation to the provision of the services in accordance with the Agreement. The Contractor will work autonomously and not  at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client. 

Except otherwise provided in the Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

The Parties acknowledge that the Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

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, shareholders, 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, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with the Agreement. The indemnification will not survive the termination of the Agreement. 

Nothing in the Agreement shall limit or exclude either Party’s liability for:

• Death or personal injury caused by its negligence, or the negligence of its personnel, agents, subcontractors or Permitted Sub-Contractors;
• Fraud or fraudulent misrepresentation; or
• Any other liability which cannot be limited or excluded by applicable law.

Subject to the second clause in the "Right Of Substitution", titled " In the event that the Contractor hires a subcontractor":

• Neither Party to the Agreement shall have any liability to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with the Agreement;

Any amendment or modification of the Agreement or additional obligation assumed by either Party in connection with the Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

The Contractor will not voluntarily, or by operation of the law, assign or otherwise transfer its obligations under the Agreement without the consent of the Client.

The Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrator and permitted successors and assigns. 

 Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting the Agreement.

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

The Agreement shall be governed by and construed in accordance with the law of England and Wales and the Parties irrevocably submit to the exclusive jurisdiction of the English courts.

In the event that any of the provisions of the 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 the Agreement.

The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.