Consultancy Agreement - TCHC

(1) THE CONSULTANCY HOME COUNTIES LIMITED

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ASSOCIATE CONSULTANCY CONTRACT ______

The Consultancy Home Counties Limited 2nd Floor, Gresham House 53 Clarendon Road Watford Herts WD17 1LA

THIS AGREEMENT is dated BETWEEN (1) THE CONSULTANCY HOME COUNTIES LIMITED whose registered office is at Chase Green House, 42 Chase Side, Enfield, Middlesex EN2 6NF (“the Company”); and (2) IT IS HEREBY AGREED as follows: 1. DEFINITIONS 1.1 In this Agreement the following words and expressions shall unless the context otherwise requires have the following meaning:

“Confidential Information” For the purposes of this Agreement Confidential Information shall mean all the private, confidential and/or secret information concerning the Company’s business, business relationships or financial affairs details of which are not in the public domain or not generally known, such information being highly sensitive and highly confidential by reason of the damage that could be done to the Company’s business by any disclosure to or use by any third party of any such information including but without limitation to:- i. all confidential information with regard to the business and financial affairs of the Company including financial and personnel data and that of the Company’s clients, customers and suppliers, and including client, customer and supplier lists, business development, sales lead information, marketing information and pricing policies and structures, details of client and customer orders and requirements, any proposals relating to the acquisition or disposal of a company or part thereof or the expansion or contraction of any of the Company’s activities; and ii. all inventions, trade secrets, products, processes, methods, techniques, formulae, know-how, concepts, compositions, compounds, projects, developments, plans, research data, technical data, trial results, software source code listings and all component

sourcing and other technical information relating to the Company’s business and the development and exploitation of the Company’s products whether or not the same are protected as intellectual property through patents, copyright, rights in designs or the like; and iii. any other information, whether or not in writing marked Private data or any items specifically brought to the Associate ESF Compliance Manager’s attention as constituting a trade secret or being of a confidential nature, even if not so marked and any other information of any kind directly or indirectly related to the business of the Company or to the business of any client or supplier of the Company or any third party which comes to the Associate ESF Compliance Manager’s knowledge during the course of this agreement (whether or not in the proper performance of its services). In the above definition references to the Company shall read as if references to any of its Group Companies was substituted. “Copyright Work” all works and designs, including but not limited to computer software, text, graphics and databases originated conceived written or made by the Associate ESF Compliance Manager’s alone or with others during the course of this Agreement by the Company (except only those works originated conceived written or made by the Associate ESF Compliance Manager’s wholly outside normal service hours and which are totally unconnected with the Services provided under this Agreement). “Group Company” means any holding company for the time being of the Company or any subsidiary for the time being of the Company or of any such holding company (for which purpose the

expressions "holding company" and "subsidiary" shall have the meanings ascribed thereto by section 736 of the Companies Act 1985); “the Group” means all those Group Companies for which the Associate ESF Compliance Manager performs Services pursuant to Clause 2; “the Services” means the services to be provided and/or undertaken from time to time by the under this Agreement as are more particularly set out in Schedule 1 to this Agreement and as may be amended by the Company from time to time “Third Party” means anyone who is not an officer, agent or member of the Company.

1.2 References to Clauses are unless otherwise stated references to Clauses in this Agreement. 1.3 The headings to the Clauses do not affect their interpretation.

2. PROVISION OF SERVICES 2.1 The Company HEREBY RETAINS the Associate ESF Compliance Manager to provide the Services from time to time to the Company and the Associate ESF Compliance Manager AGREES to provide such Services upon the Terms & Conditions hereinafter contained.

3. DURATION 3.1 This Agreement is initially for a fixed period of one year (unless terminated earlier under Clause 13 below); it shall commence on 11th December 2017 unless extended further at the discretion of TCHC.

4. THE ASSOCIATE ESF COMPLIANCE MANAGER`S DUTIES

4.1 During the period of this Agreement the Associate ESF Compliance Manager shall provide the Services diligently and efficiently. 4.2 Nothing in this Agreement implies that the relationship between the Company and the Associate ESF Compliance Manager is that of Employer and Employee, the relationship between the parties being one of client and professional expert.

5. MANNER OF PROVISION OF SERVICES 5.1 The manner in which the Services are provided shall be agreed between Associate ESF Compliance Manager and their line manager. But the Associate ESF Compliance Manager agrees promptly to provide the Company with such information regarding the Services as it may require from time to time. 5.2 At its discretion the Company may provide such equipment as it deems appropriate to assist the Associate ESF Compliance Manager in the provision of the Services; otherwise the Associate ESF Compliance Manager is responsible for providing all its own equipment required in order to carry out the Services.

6. FEE 6.1 In consideration of the Services rendered the Company shall pay the Associate ESF Compliance Manager as laid out in the Financial Schedule in Schedule 2 and on production of an invoice from the Associate ESF Compliance Manager within 14 days after the end of each month. The rate is deemed to be inclusive of VAT (if applicable))

6.2 Payment will be made within 14 days of month end after production of an invoice.

7. EXPENSES 7.1 Travel expenses, outside of normal home to work travel will be paid at 20p per mile. Save where the parties specifically agree to the contrary, the fee referred to in Clause 6 shall include all other expenses.)

7.2 Where the Company agrees to reimburse specific expenses, the Associate ESF Compliance Manager must provide such receipts, vouchers or evidence of actual payment as the Company may reasonably request.

8. CONFIDENTIALITY & COPYRIGHT 8.1 CONFIDENTIALITY

8.1.1 It is the Associate ESF Compliance Manager’s inherent duty as a professional to observe and abide by obligations of confidentiality and to adhere to the security requirements of the Company and those of its clients and customers. In the course of this Agreement the Associate ESF Compliance Manager will have access to Confidential Information. Such information is highly sensitive and highly confidential by reason of the damage that could be done to the Company’s business and that of its clients and customers by any disclosure to or use by any third party of any such information. The Associate ESF Compliance Manager agrees that such Confidential Information is and shall be the exclusive property of the Company.

8.1.2 The Associate ESF Compliance Manager shall not either during this Agreement or at any time after its termination: - 1.2.a) disclose in any manner to any person or persons (except to those authorised by the Company to know); 1.2.b) use for the Associate ESF Compliance Manager’s own purposes or for any purposes other than those of the Company; 1.2.c) through any failure to exercise all due care and diligence cause or permit any unauthorised transfer or disclosure to any third party of; any Confidential Information.

8.1.3 This restriction shall cease to apply to any information or knowledge which may (otherwise than through the Associate ESF Compliance Manager’s default) become available to the public generally.

8.1.4 All notes, memoranda, computer and other records and writing made by the Associate ESF Compliance Manager relating to the business of the Company or any of its Group Companies shall be held confidential and delivered by the Associate ESF Compliance Manager to the Company forthwith upon request.

8.1.5 Any breach of the Associate ESF Compliance Manager’s obligations under these Clauses during the course of this Agreement may be treated as sufficient cause to justify the Company

terminating this Agreement. This is in addition to any liability to pay damages to the Company which a breach of this clause at any time may give rise.

8.2 COPYRIGHT 8.2.1 The Associate ESF Compliance Manager shall promptly disclose to the Company all Copyright Work and shall hold it in trust for the Company until all rights in such Copyright Work shall be fully and absolutely vested in the Company.

8.2.2 The Company shall be entitled to make such additions deletions alterations or adaptations to or from any Copyright Work as it shall in its absolute discretion determine; and

8.2.3 The Associate ESF Compliance Manager hereby assigns to the Company with full title guarantee (subject to the Company’s obligation to meet any expenses that may arise from any exercise by the Company of its rights under clause 8.2.2) by way of future assignment all copyright, database right, design right (whether registered or unregistered) and other proprietary rights (if any) that the Associate ESF Compliance Manager may own in respect of all Copyright Work ("the Rights") for the full terms thereof throughout the World in respect of all Copyright Work. The assignment shall include the right of the Company to sue for and obtain full and effective relief including damages in respect of every act of infringement of the Rights;

8.2.4 The Associate ESF Compliance Manager hereby irrevocably and unconditionally waives in favour of the Company any and all moral rights conferred on the Associate ESF Compliance Manager by Chapter IV of Part I of the Copyright Designs and Patents Act 1988 for any work in which the copyright or design right is vested in the Company whether by sub-clause 8.1.3 or otherwise; and

8.2.5 The Associate ESF Compliance Manager shall, at the request and expense of the Company, do all things that the Company may reasonably request to give effect to the rights of the Company under this Clause 8.2.

9. NO RESTRICTIONS ON THE ASSOCIATE ESF COMPLIANCE MANAGER TO PROVIDE SERVICES TO OTHERS 9.1 The Company and the Associate ESF Compliance Manager acknowledge that nothing in this Agreement shall be taken to restrict the Associate ESF Compliance Manager from providing any similar Services to any other person, firm or company or from being retained or otherwise engaged, on its own behalf of or on behalf of any other person firm or company, by any other person firm or company, PROVIDED ALWAYS that the Associate ESF Compliance Manager shall continue at all times to abide by its duties of confidentiality hereunder and shall not accept any employment or engagement by any person or firm or company which is similar to or in any way competitive with any of the businesses of the Company, without prior written consent.

10. TAXATION 10.1 The Associate ESF Compliance Manager shall be responsible for Tax, National Insurance or similar deductions in connection with any monies or expenses paid to the Associate ESF Compliance Manager or on the Associate ESF Compliance Manager’s behalf by the Company under this Agreement.

11. HOURS 11.1 The Associate ESF Compliance Manager is expected to provide Services for two days per week as agreed by their line manager. Any additional hours required will be authorised by your line manager.

12. LIABILITIES AND INDEMNITY 12.1 IT IS HEREBY ACKNOWLEDGED AND DECLARED that it is always the intention of the parties that the Company shall engage the Associate ESF Compliance Manager upon the basis that the Associate ESF Compliance Manager shall have the status of an independent contractor, free to be retained by any third party subject to the obligations set out in this agreement.

12.2 The Associate ESF Compliance Manager shall, if required by the Company, arrange, pay and be covered for adequate Public Liability Insurance, Employer’s Liability Insurance, Property Insurance and Professional Indemnity Insurance where applicable to the satisfaction of the Company.

12.3 Written details of the Insurance arranged by the Associate ESF Compliance Manager shall be provided to the Company including evidence of renewal from time to time and at the Company’s reasonable request; the Company shall confirm the adequacy of the Insurance cover in writing prior to any Services being undertaken.

12.4 The Associate ESF Compliance Manager shall ensure that the Company’s interests are notified to the Associate ESF Compliance Manager `s Insurers and on the Policies of Insurance.

12.5 Failure to arrange adequate Insurance cover or failure to provide evidence of the same from time to time shall enable the Company to terminate this Agreement forthwith in accordance with clause 13.

12.6 The Associate ESF Compliance Manager hereby agrees to indemnify the Group against all costs, claims, actions, demands, penalties and liabilities incurred in respect of or arising in connection with any tax, National Insurance or similar impost or other such payment of a fiscal nature which may be found due from the Group in respect of the engagement and the payment of fees by the Company to the Associate ESF Compliance Manager hereunder.

12.7 The Associate ESF Compliance Manager warrants to perform the Services with reasonable care and skill.

12.8 If the Associate ESF Compliance Manager has been offered but shall unreasonably have refused to agree to the transfer of this Agreement by way of novation to a company which has acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of or of the equity share capital of the Company, the Associate ESF Compliance Manager shall have no claim against the Company in respect of the termination of the Appointment by reason of the subsequent voluntary winding up of the Company or of the disclaimer of this Agreement by the Company within one month after such acquisition.

13. TERMINATION 13.1 The parties to this agreement agree that either party may terminate this agreement at any time, with or without cause or assigning any reason therefor, upon giving one month’s written notice of termination to the other party.

13.2 The Company may by notice in writing terminate this Agreement forthwith if the Associate ESF Compliance Manager. 13.2.1 is in breach of any of the terms of this Agreement which in the case of a breach capable of remedy, shall not have been remedied by the Associate ESF Compliance Manager within 7 days of receipt by the Associate ESF Compliance Manager of written notice from the Company specifying the breach and requiring its remedy;

13.2.2 is guilty of conduct which is likely to compromise or prejudice the reputation or business of the Company or any of its clients or customers;

13.2.3 fails or refuses to carry out the duties reasonably and properly required of it hereunder;

13.2.4 is unable to fulfil the duties hereunder for a period exceeding 14 days; or

13.2.5 becomes subject to insolvency proceedings.

13.3 The Company may at any time and without assigning any reason therefor exclude the Associate ESF Compliance Manager from the Company’s premises.

13.4 Upon the termination of this Agreement for whatever reason the Associate ESF Compliance Manager shall forthwith deliver up to the Company all computer disks, electronic documents and records, correspondence, documents, paper records and other papers and all other property belonging to the Company or its workers which may be in the Associate ESF Compliance Manager’s possession or control and the Associate ESF Compliance Manager shall not without the written consent of the Company retain any copies thereof and not hold himself out as being connected with the Company..

14. CONTINOUS PERSONAL DEVELOPMENT 14.1 Associate ESF Compliance Manager will be expected to attend training, meetings and workshops as requested by the company to ensure knowledge is kept up to date.

15. MISCELLANEOUS 15.1 The Associate ESF Compliance Manager shall not assign or subcontract any of his rights or duties under this Agreement without the prior written consent of the other. 15.2 Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be served by handing the same to the other party or by sending the same by Registered Post or Recorded Delivery to the address of the other party given herein or to such other address as the party shall have notified in writing to the other party as their address for such service and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting and any such notice.

15.3 The clause or paragraph headings shall not affect the construction of this Agreement.

15.4 This Agreement shall be governed by and construed under English Law and each of the parties hereto submits to the exclusive jurisdiction of the English Courts as regards any claim or matter arising under this Agreement. SIGNED for and on behalf of the (Associate ESF Compliance Manager)

…………………………………Date……………………

SIGNED for and on behalf of (the COMPANY)

……………………….………………Date ……………………

Schedule 1

THE SERVICES

Job Title: Associate ESF Compliance Manager Location: This post will be based at the Thurrock Inspire Hub .

Schedule 2

FINANCE – Payment Profile

Delivery Targets

As an Associate of TCHC, you will be required to provide services to Thurrock Council OnTrack Programme as required between the 12 months 11th December to 10th December 2018. Further 3 month extensions to be agreed by mutual consent.

Payments to Associates will be made against invoice monthly:

1. Upon provision and receipt of a detailed timesheet;

2. On confirmation of full and accurate process and action report to line manager

3. Confirmation of receipt of relevant signed paperwork at TCHC Head Office.