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West Sussex
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For a client whom Sealand represents to its customers

Contract

Agreement for the Supply of Professional Services

This Agreement is made between:

ClientName, Address of Client(“ClientName”)

AND

Sealand Systems Limited, (“Sealand”), a company incorporated in England under number 3715594.

WHEREAS

(A)  ClientName provides a service to its customers by the provision of whatever services the Client provides.

(B)  ClientName has identified a need for the supply of project-based professional services (“the work”).

(C)  Sealand has the required level of expertise and has agreed to provide professional services in accordance with the terms of this Agreement.

IT IS HEREBY AGREED THAT

The service

  1. Sealand shall provide such professional services to ClientName as shall from time to time be agreed between both parties, and shall principally include:
    1. Insert here whatever work is agreed.  Examples below:
    2. Preparation of plans to install, upgrade or maintain ClientName’s hardware and software by which ClientName delivers its service to customers.
    3. Visiting ClientName's customers at sites in the UK and abroad to carry out installations, upgrades and maintenance.
    4. Liaison with customers in order to further the work at (b) and (c).
    5. Representing ClientName to customers during visits to customers’ sites.
  2. On days when physical presence is not necessary at ClientName’s offices, or when the services are not required for a full day, the work may be carried out at Sealand’s office.
  3. The normal hours for provision of the services shall be between 0900 and 1800, Monday to Friday.  A reasonable amount of flexibility shall apply as agreed between both parties, especially when work is being carried out at customers’ sites.
  4. Sealand shall perform the services only through the work of personnel approved in advance by ClientName.

Payments

  1. In consideration of the provision of the services, ClientName shall pay to Sealand a fee of £xx per hour (alternatively £xx per day).  This fee shall apply to:
    1. All work correctly carried out by Sealand.
    2. Waiting time at ClientName’s offices and customers’ sites that is not within Sealand’s control.
    3. Time spent travelling on behalf of ClientName during the hours 0900 – 1800 on weekdays.
    4. Time spent travelling on behalf of ClientName during the hours 2000 – 0700 on weekdays (note 1) and at any time on Saturday or Sunday shall be charged at half the hourly fee (note 2).
  2. Sealand shall invoice ClientName weekly for all services delivered and for all travel, accommodation, subsistence and communication costs properly incurred.  Delivery of services provided shall be proved by an officer of ClientName endorsing Sealand’s record of hours as a document separate from the invoice.  Invoices shall be in GBP, and payable within fourteen days.  Exchange rates used shall be the tourist rates as advertised by Bureaux de Changes on the relevant dates.
Travel, accommodation, subsistence and communication
  1. Travel from Sealand’s office in Worthing to ClientName’s offices in Client's city or to London Gatwick airport, and return, once per day shall be at Sealand’s expense (note 3).
  2. All other travel and accommodation shall be at ClientName’s expense.  Travel that is booked in advance shall normally be paid for directly by ClientName.  Other payments shall be made where necessary by Sealand, and the cost shall be invoiced to ClientName.  There shall be no markup on these costs.
  3. Private car mileage shall be charged at 40p per mile.
  4. Charges for reasonable subsistence shall be invoiced by Sealand to ClientName at cost.  Subsistence shall not be chargeable on days when the services are provided only at ClientName’s offices in Client's city.
  5. Charges for electronic communications including but not limited to telephone calls made in support of the work shall be invoiced to ClientName at cost.
Representation
  1. In order to maintain ClientName’s corporate image while representing ClientName to its customers in accordance with above, Sealand shall permit its staff to present business cards in the name of ClientName.  The description of Sealand’s staff on such cards shall be “External consultant” or an equivalent term.  Provision of this service shall not be misconstrued to imply any contract of employment between Sealand’s staff and ClientName.
Responsibilities
  1. Both parties shall liaise in advance in reasonable time to agree any times when the services may not be required, or when Sealand may be unable to provide the services due to holidays or any other reason.
  2. Sealand warrants that it will exercise reasonable care and skill in supplying the services.
  3. Sealand shall provide suitable reports detailing work done and configuration issues, and shall particularly raise any concerns about events or problems that might impair the operation of ClientName’s services.
  4. Sealand shall not charge the hourly fee for any work or rework that results as a consequence of a lack of care and skill for which Sealand is responsible.
  5. Sealand shall not either during the currency of this Agreement or at any time after its termination:
    1. disclose orally or in written, electronic or any other form to any person or persons (except to those authorised by ClientName to know),
    2. use for its own purposes or for any purposes other than the proper performance of the work,
    3. through any failure to exercise all due care and diligence cause any unauthorised disclosure of,

    any private, confidential or secret information of ClientName. For the purposes of this Agreement, “Confidential Information” shall mean any information (whether or not in written or permanent form) relating to:

    1. the past, present and projected goods and service of ClientName,
    2. the business organisation, finances, dealings, transactions or affairs of ClientName, its customers or clients,
    3. the business methods, know-how, past present and projected research and developments and marketing strategies of ClientName,
    4. the production, manufacturing and engineering processes and its formulae, discoveries and trade secrets of ClientName,
    5. the identity and requirements of the persons to whom ClientName provides its products and services and the ultimate users of its products and services,

    and any information in respect of which ClientName is bound by an obligation of confidence to a third party. Confidential Information shall not include any information which is in or comes into the public domain other than by breach of this Agreement.

    All notes, memoranda, records, writing and copies or extracts thereof (whether in hard copy or electronic form) made by Sealand relating to the business of ClientName shall be and remain the property of ClientName and shall be delivered to ClientName forthwith upon request.

  1. No servant of Sealand shall write any article for the press or otherwise for publication on any matter connected with or related to the businesses of ClientName without first obtaining the approval of ClientName.
  2. Sealand shall have no liability to ClientName for any loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by ClientName which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of ClientName’s.
  3. Except in respect of death or personal injury caused solely by Sealand’s negligence, or as expressly agreed in writing between the parties, the entire liability of Sealand under or in connection with this Agreement shall not exceed the value of the fees charged.
  4. Sealand agrees to indemnify and keep indemnified ClientName against all losses, costs, demands, damages actions expenses and claims howsoever incurred by ClientName as a result of any fault of Sealand and/or any breach by Sealand of this Agreement.
  5. Sealand covenants on its own behalf and on behalf of each of its personnel who performs duties hereunder that it will conform and comply with the Code of Practice of the Institution of Analysts and Programmers and all of ClientName's standard codes of staff and security practices (including but not limited to any ClientName Communication/Network Policy) and will comply with any reasonable guidelines or directions issued by ClientName.
  6. In addition to statutory requirements for insurance, Sealand shall be required to provide Professional Indemnity cover for its staff.

Intellectual property

  1. ClientName shall retain ownership of all Intellectual Property Rights of whatever nature, and whether registered or not, in the documents or other material and data or other information provided to Sealand in the context of this Agreement.  For the avoidance of doubt, ClientName shall not be deemed to have granted Sealand any licence to use the documents or other material and data or other information other than for the purposes of this Agreement.
  2. Without diminishing any of its responsibilities at paragraph 17 above, Sealand shall retain ownership and copyright and all Intellectual Property Rights of whatever nature and whether registered or not, in all document formats, templates, designs, programs etc. created by Sealand and provided to ClientName, but will assign to ClientName the irrevocable right to use and modify such document formats, templates, programs etc. without restriction (note 4).  ClientName shall retain ownership of all Intellectual Property Rights of whatever nature and, whether registered or not, in all data or other information provided or collected or created by Sealand in the performance of the work.

Duration and termination

  1. If relevant This Agreement is an extension of a previous contract which expired on expiry date.
  2. This Agreement shall commence on commencement date.
  3. This Agreement shall terminate on to be agreed unless previously agreed by both parties.
  4. Either party may terminate this Agreement by giving seven day’s written notice to the other party.

Signed:

For Sealand Systems Ltd.  For ClientName.


Notes:

1  As a consequence of the hours estimated it is anticipated that travel to ClientName’s office will regularly occur between the hours of 0700-0900 and 1800-2000; since the cost of this travel is deemed included in the fee, there will be no charge for travel during these times, even in the case of travel to other locations.

2  There must be a consideration for travel outside office hours, but the full fee would seem unreasonable, and half of the fee is therefore settled upon as fair to both parties.

3  Since the service will mostly be delivered at ClientName’s premises, a consideration in respect of return travel from Sealand’s office to ClientName’s office once per day is deemed to be included in the fee.

4  Ownership and copyright in document formats and programs created by Sealand during the performance of the contract is important because Sealand’s ability to do business with ClientName and other clients depends partially upon the ability to use and reuse the individual elements of the ideas so expressed.  This clause will not permit Sealand to misappropriate any of ClientName’s own Intellectual Property.

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