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Consultancy Agreement Term

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					Consultancy Agreement
(1)      Corero Systems Limited

(2)      ABELAU Limited

(3)      Mark Robertson




Dated                                2010




Osborne Clarke
2 Temple Back East
Temple Quay
Bristol
BS1 6EG
Telephone          +44 (0) 117 917 3000
Fax                +44 (0) 117 917 3005

CFZ/TEMPLATE TEST/P8447/ADR




                                            9643050-2
                                                               Contents
1.    Definitions and interpretation.................................................................................................. 1
2.    Appointment...........................................................................................................................2
3.    Term ...................................................................................................................................... 2
4.    The Services..........................................................................................................................2
5.    Company's and Consultant's Obligations................................................................................ 2
6.    Commitment ..........................................................................................................................3
7.    Fee ........................................................................................................................................ 3
8.    Confidential Information ......................................................................................................... 3
9.    Other Interests ....................................................................................................................... 3
10.   Termination............................................................................................................................4
11.   Nature of Consultancy............................................................................................................ 4
12.   Indemnity ...............................................................................................................................4
13.   Data Protection ...................................................................................................................... 5
14.   General .................................................................................................................................. 5




                                                                                                                                       9643050-2
This Agreement is made on
2010

Between:

(1)     Corero Systems Limited (company number: 02666282) whose registered office is at 3rd
        Floor, 3 London Wall Buildings, London Wall, London EC2M 5SY (the "Client");

(2)     ABELAU Limited (company number: 7313608) whose registered office is at 15, Orchard
        Way, Lower Cambourne, Cambridgeshire, CB23 5BN (the "Company"); and

(3)     Mark Robertson of 15, Orchard Way, Lower Cambourne, Cambridgeshire, CB23 5BN (the
        "Consultant").

Background:

The Client wishes to engage the Company to provide the Services (as defined below) of the
Consultant. The Company and the Consultant have agreed to provide the Services on the terms of
this Agreement.

It is agreed as follows:

1.      Definitions and interpretation

1.1     In this Agreement, unless the context otherwise requires, the following definitions shall apply:

        "Agreement" means this agreement (including any schedule or annexure to it and any
        document in agreed form).

        "Appointment" means the appointment of the Company pursuant to clause 2.

        "Board" means the board of directors of the Client from time to time and includes any
        committee of the Board duly appointed by it.

        Business Transfer Agreement" means an agreement to be made between Corero Systems
        Limited (1), Brokerhorse Limited (2), Rivington Street Ventures Limited (3) and Rivington
        Street Holdings PLC (4) to be entered into on or about the date of this Agreement;

        "Confidential Information" means any trade secrets or other information which is
        confidential, commercially sensitive and is not in the public domain relating or belonging to
        the Group including but not limited to information relating to the business methods, corporate
        plans, management systems, finances, new business opportunities, research and
        development projects, marketing or sales of any past, present or future product or service,
        secret formulae, processes, inventions, designs, know-how discoveries, technical
        specifications and other technical information relating to the creation, production or supply of
        any past, present or future product or service of the Group, lists or details of clients, potential
        clients or suppliers or the arrangements made with any client or supplier and any information
        in respect of which the Group owes an obligation of confidentiality to any third party.

        "Group"means the Client and any holding company or any parent company or any subsidiary
        or subsidiary undertaking of the Client or such companies, as such terms are defined in s
        1159, s 1162 (together with Schedule 7 and the definition of "parent company" in s 1173), s
        1161 and Schedule 6 of the Companies Act 2006.

        "Losses" means any demand, contribution, claim, action, proceeding, liability, loss, damage,
        costs, expenses and charges and any related penalties fines or interest whatsoever whether
        founded in contract, tort or otherwise made or brought against or incurred by the Group




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      (including without limitation all losses, liabilities and costs incurred as a result of defending or
      settling any claims).

      "Services" means the consultancy services set out in clause 4.

      "Termination Date" means the date on which the Appointment terminates.

1.2   In this Agreement, unless the context otherwise requires:

      (a)     words in the singular include the plural and vice versa and words in one gender
              include any other gender;

      (b)     a reference to a statute or statutory provision includes:

              (i)      any subordinate legislation (as defined in Section 21(1) Interpretation Act
                       1978) made under it;

              (ii)     any repealed statute or statutory provision which it re-enacts (with or without
                       modification); and

              (iii)    any statute or statutory provision which modifies, consolidates, re-enacts or
                       supersedes it whether such statute or statutory provision comes into force
                       before or after the date of this Agreement;

      (c)     a reference to:

              (i)      a clause or schedule is to a clause or schedule of this Agreement;

              (ii)     a "person" includes any individual, firm, body corporate, association,
                       partnership, government or state (whether or not having a separate legal
                       personality);

              (iii)    "sterling" and the sign "£" means pounds sterling in the currency of the
                       United Kingdom; and

      (d)     the table of contents and headings are for convenience only and shall not affect the
              interpretation of this Agreement.

2.    Appointment

      The Client appoints the Company to provide the Services (through the Consultant) to the
      Client or such other member of the Group as may be agreed from time to time on the terms
      and conditions set out in this Agreement.

3.    Term

      The Appointment shall commence on the date upon which the Condition (as defined in the
      Business Transfer Agreement) is satisfiedand shall continue, subject to earlier termination in
      accordance with this Agreement for a fixed period up to and including the day falling two
      months after the date upon which the Condition is satisfied.

4.    The Services

      The Company shall procure that the Consultant shall advise and assist the Client and/or
      Group in all aspects of its business, including in particular but without limitation, in relation to
      the carrying out of the obligations of the Client as detailed in the transition plan contained in
      the Disclosure Bundle (as defined in the Business Transfer Agreement)].




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5.    Company's and Consultant's Obligations

      Without prejudice to the Company's and Consultant's other obligations under this Agreement,
      the Company and the Consultant undertake that at all times during the Appointment they
      shall:

      (a)     perform the Services to the best of their ability with due care, attention and skill and
              in accordance with best practice in the Client's industry;

      (b)     act in the best interests of the Group and not at any time by any actions or omissions
              bring the name or reputation of the Group into disrepute or otherwise prejudice the
              interests of the Group;

      (c)     comply with the reasonable requests of the Group, although the Company and the
              Consultant shall not be subject to direction from the Group as to the manner in which
              the Services are performed;

      (d)     keep the Board fully informed of their progress in the provision of the Services and
              promptly provide to the Board (in writing if so requested) such information,
              explanations and assistance as the Client may reasonably request from time to time
              in connection with the Services or the business of the Group.

6.    Commitment

      The Company and the Consultant shall provide the Services at such times as the Consultant
      shall determine within any relevant project deadlines.

7.    Fee

7.1   Subject to the terms of this Agreement, the Client shall pay to the Company a fee of £10,000
      (excluding VAT) per month in arrears in consideration for the provision of the Services.

7.2   No Fee shall be payable in respect of:

      (a)     any time worked over and above the commitment set out in clause 6; or

      (b)     for any period during which the Services are not provided whether by ill health, injury
              or otherwise.

7.3   The Company shall render monthly invoices to the Client in respect of the fees payable for
      the provision of the Services during that month. Where the Company is registered for VAT,
      the invoices must comply with the relevant regulatory requirements for VAT invoices.

7.4   Subject to compliance with clause 7.3 above and the terms of this Agreement, the Client shall
      make payment by bank transfer under any invoice submitted under clause 7.3 within 5 days
      of receipt.

8.    Confidential Information

8.1   The Company and the Consultant acknowledge that in the course of the Appointment they will
      have access to Confidential Information, and they therefore both agree to accept the
      restrictions in this clause. The Company and the Consultant shall not during the Appointment
      or at any time after the Termination Date, directly or indirectly use or disclose to any person
      (and shall use their best endeavours to prevent the publication or disclosure of) Confidential
      Information, save as required by law, authorised by the Group or where, other than through
      the Company or the Consultant's unauthorised disclosure, such information is already in the
      public domain.




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9.     Other Interests

9.1    Nothing in this Agreement shall prevent the Company or the Consultant from being engaged,
       concerned or having any financial interest (directly or indirectly) in any capacity in any other
       business, trade, profession or occupation during the Appointment provided that such activity
       does not cause a breach of any of the Company's and Consultant's obligations under this
       Agreement.

10.    Termination

10.1   The Client may terminate the Company's Appointment immediately without notice or pay in
       lieu of notice and with no liability to make any further payment to the Company (other than in
       respect of amounts accrued prior to the Termination Date) if at any time:

       (a)     the Company or the Consultant is convicted of any fraud or dishonesty; or

       (b)     the Consultant is declared bankrupt or makes any arrangement with or for the benefit
               of his creditors or has a county court administration order made against him under the
               County Court Act 1984; or

       (c)     the Company makes a resolution for its winding up, makes an arrangement or
               composition with its creditors or makes an application to a court of competent
               jurisdiction for protection from its creditors or an administration or winding-up order is
               made or an administrator or receiver is appointed in relation to the Company.

10.2   Clause 10.1 is without prejudice to any other remedy the Client may have at law to terminate
       the Appointment. Any delay by the Client in exercising its rights to terminate shall not
       constitute a waiver thereof.

10.3   All rights and obligations of the parties shall cease to have effect immediately upon
       termination or expiry of this Agreement except for:

       (a)     any and all accrued rights and obligations of the parties at the Termination Date; and

       (b)     those rights and obligations of the parties under this Agreement which are expressed
               to survive termination and any provisions of this Agreement necessary for the
               interpretation and enforcement of this Agreement, which shall have continued
               existence and validity.

11.    Nature of Consultancy

11.1   This Agreement constitutes a contract for the provision of services and not a contract of
       employment. The relationship of the Company to the Client and/or Group is that of
       independent contractor. The Consultant is an employee of the Company.

11.2   Neither the Company nor the Consultant shall:

       (a)     hold it or himself out to be an officer, employee, worker, agent or partner of the Client
               and/or Group;

       (b)     save as authorised by the Client and/or Group have authority to incur any
               expenditure in the name of or for the account of the Client and/or Group or otherwise
               hold it or himself out as having authority to bind the Client and/or Group in anyway.

12.    Indemnity

12.1   Save as expressly provided in this Agreement, the Group shall not bear any responsibility for
       and shall not be liable for any expenses, national insurance, pension contributions, tax (other




                                                                                                9643050-2
       than VAT) of whatever kind or for any sums paid or which may be paid or payable to the
       Consultant in connection with the provision of the Services.

12.2   The Company and the Consultant hereby indemnify and agree to keep indemnified the Client
       and/or Group against any and all Losses incurred by the Client and/or Group in respect of or
       in connection with:

       (a)     any income tax, National Insurance, but excluding Employers National Insurance, or
               social security contributions which may arise in connection with this Agreement,
               where such recovery is not prohibited by law;

       (b)     the performance of the Services;

       (c)     any challenge by HM Revenue & Customs as to the employment status of the
               Consultant;

       (d)     any claim based on employment and/or worker status brought by the Consultant
               and/or any Substitute, including but not limited to any claim for unfair dismissal,
               redundancy pay, or breach of the Working Time Regulations 1998.

       The Client and/or Group may at its option satisfy such indemnity (in whole or in part) by way
       of deduction from any payments due to the Company.

13.    Data Protection

13.1   The Client and/or Group shall process the Consultant's personal data (including, where
       necessary, sensitive personal data) in its paper-based and computerised systems. The
       Company and the Consultant consent to the processing of such data both inside and, where
       necessary, outside the European Economic Area for the purposes of:

       (a)     payment of any fees under this Agreement;

       (b)     any potential change of control or acquisition of the Client or any company or assets
               within the Group. In such circumstances, disclosure may include disclosure to the
               potential purchaser or investor and their advisors;

       (c)     promoting or marketing of the Group, or its products or services;

       (d)     compliance with applicable procedures, laws and regulations;

       (e)     any other reasonable purposes in connection with the Consultant's engagement,
               about which the Consultant shall be notified from time to time.

13.2   The Company and the Consultant acknowledge and accept that in order to fulfil the purposes
       set out above, it may be necessary to pass the Consultant's personal data (or sensitive
       personal data, as appropriate) to regulatory bodies, government agencies and other third
       parties as required by law or for administration purposes.

13.3   The Company and the Consultant acknowledge and accept that the Client and/or Group may
       monitor electronic correspondence (including email, voice and text messages) that the
       Consultant receives via the Groups telecommunications and computer systems in order to
       ensure the integrity of its information technology or to prevent or detect criminal behaviour or
       behaviour which contravenes employment legislation or other Group policies.

13.4   The Company and the Consultant agree to provide all reasonable assistance to the Client or
       third parties (where relevant) to ensure compliance with the Data Protection Act 1998 as
       amended.




                                                                                              9643050-2
14.    General

14.1   Set Off

       The Client shall be entitled to set off from any amount payable to the Company any amounts
       due from the Company or the Consultant to the Client and/or Group.

14.2   Entire agreement and conflicts

       This Agreement sets out the entire agreement and understanding between the parties in
       respect of the subject matter of this Agreement.

14.3   Assignment

       (a)       This Agreement shall be binding upon and enure for the benefit of the successors in
                 title of the Client and the Client may assign the benefit of this Agreement.

       (b)       This Agreement shall not be assignable by the Company or the Consultant.

14.4   Variation

       No purported variation of this Agreement shall be effective unless it is in writing and signed
       by or on behalf of each of the parties.

14.5   Invalidity

       To the extent that any provision of this Agreement is found by any court or competent
       authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be
       deemed not to be part of this Agreement, it shall not affect the enforceability of the remainder
       of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision
       in any other jurisdiction.

14.6   Releases and waivers

       (a)       The rights, powers and remedies conferred on any party by this Agreement and the
                 remedies available to any party are cumulative and are additional to any right, power
                 or remedy which it may have under general law or otherwise.

       (b)       Any party may, in whole or in part release, compound, compromise, waive or
                 postpone, in its absolute discretion, any liability owed to it or right granted to it in this
                 Agreement by any other party or parties without in any way prejudicing or affecting its
                 rights in respect of that or any other liability or right not so released, compounded,
                 compromised, waived or postponed.

       (c)       No single or partial exercise, or failure or delay in exercising any right, power or
                 remedy by any party shall constitute a waiver by that party of, or impair or preclude
                 any further exercise of that or any right, power or remedy arising under this
                 Agreement or otherwise.

14.7   Exclusion of third party rights

       The Contracts (Rights of Third Parties) Act 1999 shall only apply to this Agreement in relation
       to the Group. No persons other than the parties to this Agreement and the Group shall have
       any rights under it and it will not be enforceable by any person other than those parties.

14.8   Notices

       (a)       Any notice to a party under this Agreement shall be in writing signed by or on behalf
                 of the party giving it and shall, unless delivered to a party personally, be left at, or


                                                                                                    9643050-2
               sent by prepaid first class post or facsimile to the address of the party as set out on
               page 1 of this Agreement or as otherwise notified in writing from time to time.

       (b)     Any such notice shall be deemed to have been served:

               (i)     at the time of delivery if delivered personally to a party or to the specified
                       address;

               (ii)    on the second working day after posting by first class prepaid post in the case
                       of an address in the United Kingdom and 96 hours after posting for any other
                       address;

               (iii)   4 hours after transmission if served by facsimile, provided automatic
                       confirmation of successful delivery is obtained.

       (c)     If, in the case of facsimile transmission, the deemed time of service is not during
               normal business hours in the country of receipt, the notice shall be deemed served 2
               hours after the opening of business on the next normal business day of that country.

       (d)     A party shall not attempt to prevent or delay the service on it of a notice connected
               with this Agreement.

14.9   Governing law and jurisdiction

       (a)     This Agreement shall be governed by and construed in accordance with English law.

       (b)     Each of the parties irrevocably submits for all purposes in connection with this
               Agreement to the exclusive jurisdiction of the courts of England.

This Agreement has been executed as a deed on the date appearing at the head of page 1.




                                                                                             9643050-2
Executed as a Deed                     )
by Mark Robertson                      )
in the presence of:                    )

Signature of witness:

Name:

Address:




Occupation:




Executed as a Deed                     )
(but not delivered until the date      )
appearing at the head of page 1)       )
by ABELAU Limited                      )
acting by Mark Robertson, a director   )
in the presence of:                    )

                                           ________________________
                                           Director

Signature of witness:

Name:

Address:




Occupation




Executed as a Deed                     )
(but not delivered until the date      )
appearing at the head of page 1)       )
by Corero Systems Limited              )
acting by Peter Waller, a director     )
in the presence of:                    )

                                           ________________________
                                           Director

Signature of witness:

Name:

Address:




Occupation



                                                                      9643050-2

				
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