RELATIONSHIP OF PARTIES

1. In consideration of the fees payable by the client to the Company under this Agreement, the
2. Company agrees to provide the Defined Services according to the terms of this Agreement.
3. It is mutually agreed that neither party will approach employees of the other company with regard
4. to offers of employment, either permanent or temporary unless the terms under section 16.0 are adhered to

OBLIGATIONS OF CLIENT

1. If the Company works on client premises or the premises of a client customer, the client shall endeavor to ensure that the member of the Company staff is provided with suitable and appropriate office facilities, including computing and printing facilities, in pursuit of the objectives as defined in this document.
2. The client shall endeavor to provide the Company with prompt answers to queries, decisions and approvals required by the Company in connection with the Service to be provided.

OBLIGATIONS OF THE COMPANY

1. To perform the Services as defined and meet the required standards. The Company will make all reasonable efforts to meet quoted delivery dates. Time should not be disputable, and the company shall not be liable for late or incorrect delivery, however caused. For details please see “objectives” at the start of this SOW.

CHARGES

1. The Fees in respect of the provision of the Defined Services for the period will be charged in accordance with the Contract.
2. This work will be invoiced in advance and the charge will be per the contract attached.
3. The Company is entitled to recover reasonable expenses that have been incurred in providing the Services required by the Client. This may normally include hotel accommodation, subsistence, mileage, telecoms and data.
4. Except as otherwise stated and contracted the Company reserves the right to vary its prices at any time.
5. Stated prices are exclusive of all VAT, sales taxes or duties.

INTELLECTUAL PROPERTY RIGHTS

1. Unless otherwise stated the copyright and intellectual property in the Services shall remain the property of the Company.
2. The Company shall have the freedom to use such of those documents as are supplied under the provision of the Services for the purpose for which the same were prepared or compiled, in relation to this SOW. Any further use by the Client of the documents so supplied shall require the prior written consent of the Company. Non-Disclosure Agreements may be entered into if the Client requires the Company to do so.

PAYMENT TERMS

1. Net 30

PURCHASE ORDERS

1. The Client must raise a Purchase Order, and order numbers must be quoted to the Company in advance of commencement of work. If the client does not operate a PO system, then this signed SOW shall serve as PO.

ASSIGNMENT

1. Neither party shall assign, transfer or subcontract this Agreement or any of its obligations without prior written consent of the other party.

TERMINATION

1. The Client may without prejudice to any other rights give written notice forthwith to terminate this Agreement if the Company becomes bankrupt or makes any composition for the benefit of creditors, or being a company enters liquidation whether voluntary or compulsory other than for reconstruction or amalgamation, or if a Receiver or equivalent officer is appointed of any of its assets, or if an administration order is made in respect of it.
2. The Client reserves the right to terminate this Agreement in the event the Company is acquired by a third party and through this becomes affiliated to any company or organization whose controlling interest is regarded by the client to be hostile or otherwise against the client’s technical, commercial or trading interest.
3. The term of this contract is strictly 3 months. The full term of the contract must be served.
4. Any cancellation or suspension of an Agreement that the Company does agree to shall be on the condition that the Client shall indemnify the Company against any loss incurred wholly or in part by the cancellation or suspension and shall forfeit any advance payments made.
5. The Company shall not be required to fulfill its duties or obligations hereunder if at any time it is prevented from fulfilling its duties and obligations by the acts or omissions of the Client provided always that in order to avail itself of this provision the Company must give written notice to the Client of any such act or omission of the Client within 72 hours of the occurrence of such act or omission.
6. Upon the termination the Client shall remain liable to pay to the Company all sums that have accrued due and owed to the Company hereunder.
7. Where a risk reward contract is in place, the Client will continue to make payments to the Company, as per the Agreement, against any sales closures resulting directly from the confirmed pipeline at date of termination, for a period of six months.

CONFIDENTIALITY

1. The existence and details of this Agreement shall be treated as confidential information and shall not be disclosed to any third party without the written consent of the client.
2. Neither the Company nor any consultant or employee provided by the Company in connection with the performance of the Service will use, disclose or divulge to any party whatsoever without the written consent of Client, either during the term of this Agreement or thereafter, any confidential or proprietary information in respect of the Services provided under the Agreement, business of the Clients (whether of a particular or general nature), or any personal data (within the meaning of the Data Protection Act 1984, or 1998, or any successor legislation) belonging to the client, or any subsidiary or associated company which may come into their possession as result of this Agreement.
3. All technical information, advice, know-how, data and other things communicated or supplied by the client to the Company are confidential and shall remain the property of the client.

PUBLICITY

1. The Company shall obtain written approval from the client prior to taking photographs or making publicity releases or announcements (including advertisements) regarding either the Agreement or the activities of the client relating to its participation in the Agreement.

LIABILITY

1. The Company shall faithfully and diligently perform those duties and exercise such powers consistent with them, which are required from time to time in connection with the provision of the services.
2. The Company is appointed to generate leads on behalf of Clients and shall not be liable for any failure to follow up these leads by the Client or non-performance on behalf of these leads introduced or for any loss of sales however arising.
3. Except in respect of death and personal injury caused by the Company’s negligence, or as expressly provided herein the Company shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law or under these express terms for any loss of profit or any indirect special or consequential loss damage costs expenses (whether caused by the negligence of the Company or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client and in any event the entire liability of the Company shall not exceed the aggregate of sums paid by the Client to the Company hereunder.

FORCE MAJEURE

1. Neither party will be responsible or liable for delay in performing its obligations or for failure to perform its obligations hereunder if the delay or failure results from circumstances beyond the reasonable control of the party including but not limited to an act of God, refusal of license (including refusal or revocation of any duly constituted Telecommunications Authority of consent in respect of data communications equipment) or other Government act, fire, explosion, accidents, civil commotion, industrial dispute or impossibility of obtaining materials.

ENTIRE AGREEMENT

1. This Agreement constitutes and expresses the entire Agreement between the parties relating to all matters herein referred to and will supersede all other discussions, promises, representations (other than any fraudulent representations) and understanding if any, relating thereto between them.
2. No modification of this Agreement shall be effective unless in writing and signed by the duly authorized representatives of the parties hereto.
3. The failure of either party to enforce any provision of this Agreement or exercise any right granted hereby shall not be construed to be a waiver of such provision or right.
4. The parties agree that there is no relationship between them of partnership, joint venture or agency.

GOVERNING LAW

1. The contract shall in all respects be deemed to be made under and shall be interpreted according to Delaware Law (USA).

GENERAL

1. The headings in this Agreement are for convenience only and shall not be considered in construing this Agreement.

TRANSFER AND INTRODUCTION

1. In the event of the engagement of a Gorilla Corporation employee by the client, the client shall be liable to pay an introduction fee of 25% of the first year’s annual on target salary.
2. The client should provide Gorilla Corporation with a minimum of three months’ notice prior to the offer of engagement unless otherwise agreed in writing