(hereinafter collectively known as the “Parties”, and separately known as the “Party”)
WHEREAS, the Client is in the business of Client's area of business
WHEREAS, the Contractor has expertise in the area of Contractor's area of expertise
WHEREAS, the Client desires to engage the Contractor to provide certain services in the area of Contractor’s expertise and the Contractor is willing to provide such services to the Client;
NOW, THEREFORE, the Parties entered into this Agreement for provision of consultancy services (hereinafter known as “Agreement”) and hereby agree as follows:
1. ENGAGEMENT AND SERVICES
(a) Engagement. The Client hereby engages the Contractor to provide and perform the services set forth in Exhibit A attached hereto (the “Services”), and the Contractor hereby accepts the engagement.
(b) Standard of Services. All Services to be provided by Contractor shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of a Contractor with the background and experience that Contractor has represented it has. The Client shall provide such access to its information, property and personnel as may be reasonably required in order to permit the Contractor to perform the Services.
(c) Tools, Instruments and Equipment. Contractor shall provide Contractor’s own tools, instruments and equipment and place of performing the Services, unless otherwise agreed between the Parties.
(d) Representation and Warranty. Contractor represents and warrants to the Client that it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement or which will interfere with the performance of the Services.
2. CONSULTANCY PERIOD
(a) Commencement. This Agreement is concluded and shall enter into force upon signature by the Parties. This Agreement shall commence on the Effective Date and shall remain in effect until the completion of the Services according to Exhibit A to this Agreement or the earlier termination of this Agreement as provided in Article 2 (b) (the “Consultancy Period”).
(c) Amendment. This Agreement may be amended only by consent of the Parties expressed in Additional agreement to this Agreement.
Changes to this Agreement shall become effective upon due signature of an Additional agreement to this Agreement.
(b) Termination. This Agreement may be terminated by the Client, without cause and without liability, by giving ten (10) calendar days written notice of such termination to the Consultant.
This Agreement may be terminated by either Party by giving ten (10) calendar days written notice of such termination to the other Party in the event of a material breach by the other Party. “Material breach” shall include:
(i) any violation of the terms of this Agreement,
(ii) any other breach that a Party has failed to cure within ten (10) calendar days after receipt of written notice by the other Party,
(iii) the death or physical or mental incapacity of Contractor or any key person performing the Services on its behalf as a result of which the Contractor or such key person becomes unable to continue the proper performance of the Services,
(iv) an act of gross negligence or wilful misconduct of a Party, and
(v) the insolvency, liquidation or bankruptcy of a Party.
(c) Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement.