1.

This Agreement starts on the Commencement Date and shall remain in force until the Termination Date expiring automatically without notice being required from either party unless terminated earlier by operation of the Early Notice Provision or by virtue of clause 10 of this agreement.

2.

Computappoint agrees to engage the Company and the Company agrees to provide the Services to Computappoint. The Company warrants that it is qualified to perform the Services, agrees that the Services shall be undertaken in a professional manner and undertakes to devote such time attention skill and ability as the Services require.

3.1.

The Company shall during the course of the agreement provide the Services and shall include making available the services of the Consultant and the Company shall arrange that he is available on the terms and conditions set out in the Schedule.

3.2.

Computappoint recognises the Company is offering specialist services at a high level of expertise and may at its absolute discretion utilise directors, employees or self employed persons in order to provide services save that the Company must give Computappoint 21 days notice of its intention to use any person other than the Consultant and the consent in writing of Computappoint shall be required before the Services are provided by any person other than the Consultant. Moreover the Company shall take all reasonable steps to avoid any changes of personnel save when they are unavoidable or of a temporary nature.

3.3.

If the Company shall change personnel and Computappoint find that change acceptable then in order to give any replacement staff sufficient time to familiarise themselves with the work an overlap period of up to 10 working days shall be provided for which the Company shall not charge. Computappoint has the right to reject any replacement if in the reasonable opinion of Computappoint they prove unacceptable during the 10-day period and in such circumstances the Company shall provide a further replacement.

3.4.

The Consultant or any other staff employed by the Company to provide the Services shall have the status of employees of the Company who shall account for all Income Tax and National Insurance contributions payable to the appropriate authorities. The Company hereby indemnifies Computappoint in respect of any liability to Income Tax, National Insurance or similar contributions relating the Company’s services hereunder. Computappoint shall not be liable to the Company or any of its employees for any benefits, financial or otherwise which may be in existence from time to time and for which an employee of Computappoint is eligible including any pension or life insurance scheme.

3.5.

The Company shall be responsible for any obligations arising under the National Minimum Wage Act l998, and for the payment of all Statutory Sick Pay, Incapacity Benefit and Statutory Maternity Pay in connection with the Consultant or other person provided pursuant to this agreement.

4.

Computappoint recognises that the Company shall use its own initiatives as to how the Services are to be provided but the Company will use its best endeavours to assist Computappoint by complying with reasonable requests of Computappoint and their clients when working on a clients site, making all reasonable attempts to work within an overall agreed deadline, observing health and safety regulations and complying with all reasonable operational requirements relating to working hours and security including the Operational Requirements. Computappoint cannot require the Company to undertake the Services at a different site or location from the Location. The Company may at its own discretion agree to undertake the Services at a different site or location from the Location.

5.

The Price for the Services will be negotiated and agreed as between Computappoint and the Company from time to time and set out in the Schedule attached. Computappoint will pay the Company in accordance with the rates set out in the Schedule solely against presentation of invoice.

6.

The Company shall not and shall procure that the Consultant or any other person provided pursuant to this agreement shall not during or after the termination of this agreement whether on its own behalf or in any capacity for any other person, firm or company use or disclose to anyone any information of a confidential nature relating to Computappoint or any of its associated companies or to its business, trade secrets, affairs or conduct of any of its or their client’s customers or employees. The Company shall if necessary enter into and procure that the Consultant or any other personnel supplied by the Company enters into a direct agreement in the form of the Confidentiality Agreement with any client of Computappoint that any confidential information acquired from the client will not be divulged or communicated to any other Company or person.

7.

The Company will have in place a policy of professional indemnity insurance of at least £1,000,000 to cover provision of the Services pursuant to this agreement together with adequate public liability insurance and shall maintain such policies during the term of this agreement and for six years after the termination of this agreement.

8.

Computappoint reserves the right to offset any losses sustained as a result of the Company’s breach or unsatisfactory performance from the Price.

9.1.

Neither party will employ or approach staff, officer or representative of the other party involved in the performance of this agreement with the intention of employing them during the term of this agreement or within 12 months following the termination or expiry of this agreement without the written consent of the of the other party.

9.2.

Neither the Company nor any of its associated companies will perform the Services or any other work in relation to computer systems or programs for the Third Party named in the Schedule or any associated company of the Third Party in any capacity save that requested via Computappoint during the term of this agreement or for a period of 12 months from the date of expiry of the same without the consent in writing of Computappoint. The Company shall advise Computappoint forthwith if any such contracts are offered by the Third Party.

9.3.

The Company shall procure that the Consultant or any other officer or employee of the Company will not perform the Services or any other work in relation to computer systems or programs for the Third Party or any associated company or of it or any other person or company in any capacity save that requested via Computappoint during the term of the is agreement or for a period of 12 months from the date of expiry of the same without the consent in writing of Computappoint. The Company will require the Consultant to advise Computappoint forthwith if any such contracts are offered by the Third Party

9.4.

If any such services are supplied or performed then the Company will pay to Computappoint a fee equal to the amount of commission which would otherwise have been payable to Computappoint if the said services had been provided or supplied via Computappoint in accordance with Clauses 9.2 and 9.3.

9.5.

If during the term of this agreement or for a period of 12 months from the date of expiry of the same

9.5.1.

The Third Party contracts with another company firm or individual referred to in this clause as the Outsourcer for the Outsourcer to perform any work in connection with computer systems or programs or the provision of the Services and

9.5.2.

The Company, the Consultant or any other officer or employee of the Company performs or agrees to perform or to procure the performance of any work in connection with computer systems or programs or the provision of the Services for the Outsourcer without the consent in writing of Computappoint and

9.5.3.

Computappoint is no longer entitled to commission under its contract with the Third Party for the supply of the services of the Company ("the first Contract")

9.5.4.

Then for the period of time in which Clause 9.5.2 applies the Company will pay to Computappoint commission at the same rate to which Computappoint would have been entitled under the first Contract on the sums receivable by the Company the consultant or any other officer or employee of the Company.
PROVIDED THAT the commission under clause 9.5.4 shall not be payable for any longer than the aggregate of the period unexpired of the first Contract and 12 months.

10.1.

Computappoint may by written notice to the Company terminate this agreement or suspend the performance of all or any of its obligations under it immediately and without liability for compensation or damages if either the Company or the Consultant

10.1.1.

Commits any serious or persistent breach of any of its obligations under this agreement or any agreement supplemental to it and fails to remedy such breach (if it is capable of remedy) with 48 hours after being required to do so in writing.

10.1.2.

Becomes bankrupt has a receiving order made against them goes into liquidation makes a voluntary arrangement with his/her creditors or has a receiver or administrator appointed.

10.1.3.

Is unable or prevented from carrying out his duties under this agreement through incapacity of whatever nature for a period of more than 7 days.

10.1.4.

Acts in an unprofessional manner to any of Computappoint's clients or their staff or in any way they deem unsuitable or in such a way as to cause Computappoint's client to terminate its contract with Computappoint.

10.1.5.

If the Company or any person performing the Services on behalf of the Company fails to provide a reasonable level or quality of service in the sole and reasonable opinion of Computappoint its clients or customers for whom the Services are being provided.

10.2.

If for any reason the client or customer of Computappoint for whom the Services are required fails to sign their contract with Computappoint or for any reason terminates the same this agreement will terminate automatically and with immediate effect and without liability for compensation or damages.

11.

Nothing contained in this agreement (which both parties agree is a contract for services) shall be deemed to create between the parties any relationship of agent to principal employer to employee partnership or joint venture between the parties. Both parties agree that they are independent businesses and it is intended both parties shall retain their independence and neither can enter in agreements or arrangements on behalf of the other.

12.

Both parties agree the agreement will be governed and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.

13.

The terms of this agreement represent the entire agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise. No variations shall be valid unless made in writing and signed by a Director of Computappoint and the Company.

14.

The Consultant is an employee agent or partner of the Company and nothing in this agreement shall render him an employee agent or partner of Computappoint and he shall not hold himself out as such.

15.

Each provision of this agreement shall be construed separately and notwithstanding that the whole or any part of the any such provision may prove to be illegal or unenforceable the other provisions of this agreement and the remainder of the provisions in question shall continue in full force and effect.

16.

Notwithstanding termination of this Agreement the parties shall be entitled to enforce clauses 3.4, 3.5, 5, 6, 7, and 8 to 14 of this Agreement.

Signed for the Company

Signed for Computappoint

Signed ……………………………….

Signed……………………………………

Name …………………………………

Name…………………………………….

Position ……………………….……...

Position……Account Manager………….

Date …………………………………..

Date ……………………………………..

Name

:……………………………………………….

Signed*

:……………………………………………….

Position

:……………………………………………….

* To be signed by a Director or authorised officer.

Company Bank Details:

Sort Code

:………-……….-……….

Account Number

:……………………………………………….

Account Name

:……………………………………………….

Bank Name & Address

:……………………………………………….

:……………………………………………….

:……………………………………………….

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