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An IT Company performing service (i) with specific deliverables or (ii) longer-term technical support for Customer. This is drafted in favour of the IT Company.
Company will use commercially reasonable efforts to provide Customer with the Services described in the Statement of Work attached as Schedule 1 hereto, and Customer shall pay Company the Fees in accordance with Schedule 2.
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorised within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
The Customer shall, and shall procure that the other members of the Customer's Group shall:
(a) give or procure access to any of the facilities or premises of the Customer or each member of the Customer's Group to the extent reasonably required by employees and subcontractors of any member of the Company's Group in connection with the provision of the Services;
(b) at its own cost, promptly provide to the Company all information (including copies of documents and data) and other assistance reasonably required by any member of the Company's Group to provide, or procure the provision of, the Services in accordance with this agreement;
(c) ensure that those of its personnel whose decisions are necessary for the performance of the Services are available at all reasonable times for consultation on any matter relating to the Services;
(d) not cause the Company or any member of the Company's Group to breach any obligation (contractual, tortious or otherwise) which the Company or member owes to the Suppliers. The Customer shall indemnify the Company and each member of the Company's Group against each loss, liability and cost (including reasonable legal expenses) which results from a breach of this sub-clause;
(e) take reasonable steps to ensure the safety of any of the employees or contractors of any member of the Company's Group who visit the premises of any member of the Customer's Group;
(f) use the Services solely for the purposes of carrying on the Business;
(g) not use, or attempt to access or interfere with, any communications systems, information technology systems or data used by the Company's Group, unless authorised to do so under this agreement. The Customer shall indemnify the Company and each member of the Company's Group against each loss, liability and cost (including reasonable legal expenses) which results from a breach of this sub-clause; and
(h) co-operate with the Company in any reasonable security arrangements which the Company considers necessary to prevent the Customer or any member of the Customer's Group, or any unauthorised third party, accessing a system or data in a manner prohibited by sub-clause (g).
This Consulting Agreement should be carefully read by the Company and the Customer.
The parties should sign and return a copy, and once signed, both parties should get a copy. To avoid future disputes, both parties may wish to have their signature witnessed.
Terms and Conditions and rights and liabilities should all be clearly stated in the Consulting Agreement.
If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties.