1. THE WORK
1.1 Any contract is comprised solely of these terms and conditions, the official order number, and the covering letter signed by the client and dated.
1.2 This contract may not be varied except with the written agreement of both Frederick Michael Ltd and the Client Manager or client representative.
1.3 Frederick Michael Ltd is to carry out, with reasonable care and skill and by the agreed dates, the work set out in this contract appendix for the fee stated[1].
1.4 Frederick Michael is responsible for deciding the form and content of any material developed from this work, including their published material.
2. CONTRACT TERM
2.1 The engagement is set for the period beginning <date> to <end date>.
3. SUB-CONTRACTING AND ASSIGNMENT
3.1 No part of this work shall be sub-contracted to non-Frederick Michael personnel without the express prior written agreement of the client.
3.2 This contract may be assigned to designated Frederick Michael employees without the prior written agreement of the client.
4.
5. COPYRIGHT
5.1 The client hereby irrevocably assigns to Frederick Michael the copyright in all of the work and materials from the work generated and produced by FM and relating to this contract. This operates as a present assignment of the future copyright in any material not in existence at the date of this contract.
5.2 The copyright in the work and the material developed from the work (e.g. computer models, databases and reports) and in FMs published material and all material incidental to them, shall belong to Frederick Michael.
6. CONFIDENTIALITY
6.1 Frederick Michael shall keep confidential all matters relating to this contract. This covers every aspect of the relationship between the contributor and the client.
6.2 Examples of things Frederick Michael shall keep confidential are: client data, administrative method, directives, materials deployed, and client fees.
6.3 Confidential matters may be divulged only with the express agreement of, and under the conditions defined by the client, or if compelled to do so under, or by virtue of, an order or ruling of a court of law or by statute.
6.4 The obligation to preserve confidentiality continues after this contract ends, except in relation to specific material made public by the client.
7. REPRESENTATION
7.1 In some circumstances Frederick Michael may advertise clients with a view to promote its portfolio for example on websites and promotional material.
7.2 Clients are kept informed and will receive copies of documents relating to such a request.
8. TRACKING
8.1 Frederick Michael shall keep full and accurate records of all work undertaken in relation to this contract. These records shall be signed and dated by the client manager.
8.2 On completion of the work, Frederick Michael shall make available to the client records, data and other material relating to this contract.
9. CHECKING
9.1 Frederick Michael may give a draft report or other material derived from the work to the client for checking. The client agrees to carefully read any draft and shall:
9.1.1 Comment, at FMs request, on matters of accuracy, interpretation and presentation of material derived from the work in relation to this contract.
10. QUERIES
10.1 Frederick Michael agrees to answer promptly reasonable queries from the client arising out of the work relating to this contract.
10.2 The client agrees to answer promptly reasonable queries from Frederick Michael arising out of FMs contribution and relating to the work deriving from this contract.
11. FEE
11.1 Subject to the work being in conformity to this contract, the client shall pay Frederick Michaels fee within 30 days of receipt of invoice.
11.2 Frederick Michael will invoice the client at one calendar months intervals effective at the start of this contract.
11.3 The fee covers all and only the work pertaining to this contract (exception 11.4). This includes the delivery of the work as agreed, dealing with and responding to any queries relating to this work, and commenting on reports or other material derived by the client from the work.
11.4 Local value added taxes such as IVA will be applied where applicable.
11.5 Fees applied by Frederick Michael do not include client site visits and overnight stays, which are quoted for separately where appropriate.
11.6 Fees are paid in US Dollars.
12. TIMING
12.1 Frederick Michael agrees to complete any work by the agreed deadlines where possible, but reserves the right to extend this where one or more of the following apply:
· Operational and/or technical restraints deemed unresolved and/or snagged.
· Additional costs are applied to the company.
· Circumstances not associated to the control of the company apply i.e. external resource unavailable etc.
12.2 Frederick Michael reserves the right to notify the client of any reasonable delay in delivering the said work which could nullify section 12.1.
13. TERMINATION AND BREAK CLAUSES
13.1 The client may terminate this contract giving Frederick Michael one calendar months written notice. This contract may be terminated by Frederick Michael on given one calendar months written notice to the client.
13.2 Both Frederick Michael and the client may terminate this contract immediately on given written notice if the other party is in breach of its contractual obligations.
13.3 Any notice of termination must be sent or faxed to the addresses set out in the covering letter.
14. MISCELLANEOUS
14.1 No failure or delay by Frederick Michael in exercising any right, power or privilege under this contract shall operate as a waiver of any of these. Similarly, any single or partial exercise of any right, power or privilege shall not preclude any further exercise of any of these or the exercise of any other right, power or privilege.
[1] Whilst excellent care is always taken, Frederick Michael Ltd accepts no responsibility for any errors or omissions that may cause loss, corruption or delay to the above project and indemnifies such under Uruguayan and English law.
