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A balanced, standalone cross-border agreement for a Provider to deliver defined services or deliverables to a Customer for a fee, with a chosen governing law (default English law), international arbitration or courts, withholding-tax and currency terms, sanctions and anti-bribery compliance.
International / Cross-Border
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This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Customer legal name, country and details] (the "Customer") and [TO BE CONFIRMED — Provider legal name, country and details] (the "Provider").
"Services" means [TO BE CONFIRMED — Services (scope, any dates and what the Customer must provide)].
"Deliverables" means [TO BE CONFIRMED — Deliverables].
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A master professional-services agreement under which the Provider performs services and may create deliverables for the Customer, with statements of work, payment, intellectual-property, confidentiality, privacy, liability, indemnity, and general terms.
"Term" means the period from the Commencement Date until the Services are completed.
"Fees" means [TO BE CONFIRMED — Fees (amount, currency and basis, with any milestone or invoicing schedule)].
"Payment Period" means 30 days after receipt of a valid invoice.
"Expense Policy" means reasonable, documented out-of-pocket expenses approved in writing by the Customer in advance.
"Acceptance Period" means 10 business days after delivery.
"Liability Cap" means the total Fees paid or payable under this agreement in the 12 months before the event giving rise to the claim.
From the Commencement Date, the Provider must provide the Services and any Deliverables with reasonable skill and care, using suitably qualified and experienced personnel, in accordance with this agreement and applicable law. While on the Customer's premises or using its systems, the Provider must follow the Customer's reasonable site, security and IT rules notified to it in writing in advance.
The Provider must use reasonable efforts to meet any dates stated in the Services description. A date binds the Provider only if this agreement says it is binding. The Provider must tell the Customer promptly if it expects to miss a date, giving the reason and a revised date.
The Customer must provide on time the information, decisions, materials, and access to its premises, systems and personnel that the Services description lists or that the Provider reasonably requests to perform the Services. If a failure by the Customer to do so delays or prevents performance and the Provider promptly notifies the Customer, the Provider is not liable for the delay or failure to the extent it is caused by the Customer, the affected dates are extended accordingly, and the Provider may recover its reasonable additional costs through the Changes clause.
Either party may request a change to the Services, Deliverables, dates or Fees. The Provider must promptly give a written estimate of the change's effect on the dates, Fees and other terms. A change binds the parties only when both sign a written change record. Until then, the Provider must continue to perform the Services unchanged. Neither party may unreasonably refuse a change needed to comply with a change in applicable law.
The Customer must review each Deliverable within the Acceptance Period and either accept it or notify the Provider in writing of each respect in which it does not materially conform to the Services description. The Provider must correct each notified non-conformity at its own cost and resubmit the Deliverable, and this clause then applies again. A Deliverable is accepted when the Customer accepts it in writing, when the Acceptance Period ends without a valid notice, or when the Customer uses it in its business other than for testing.
If a resubmitted Deliverable still does not materially conform to the Services description, the Customer may by written notice require a further correction, accept the Deliverable with a fair reduction in the Fees, or terminate this agreement for that Deliverable and the Services that depend on it and recover the Fees paid for them.
In return for the Services, the Customer must pay the Fees. Unless the Fees description sets a different schedule, the Provider may invoice monthly in arrears for Services performed. The Customer must pay each valid invoice within the Payment Period.
The Customer must pay in the currency stated in the Fees, by bank transfer to the account the Provider designates in writing. Each party bears its own bank charges.
If the Customer disputes an invoice in good faith, it must notify the Provider with its reasons within the Payment Period and pay the undisputed part on time. The parties must try to resolve the dispute promptly. An amount agreed or determined to be payable is due within 10 business days after that agreement or determination.
The Customer must reimburse the Provider's expenses only if they are incurred in accordance with the Expense Policy and supported by receipts or other reasonable evidence.
The Fees and any expenses are exclusive of VAT, GST, sales and similar indirect taxes, which the Customer must pay on receipt of a valid invoice. If the law requires the Customer to withhold tax from a payment, it may do so, but must pay the withheld amount to the tax authority on time, give the Provider official evidence of payment, and cooperate so that the Provider can claim any available treaty relief or credit.
If the Customer does not pay an undisputed amount when due, the Provider may charge simple interest on it at 4% a year above the central bank base rate for the currency of the Fees from the due date until payment, to the extent the law permits. If the amount remains unpaid 10 business days after the Provider gives written notice of the non-payment, the Provider may also suspend the Services until it is paid.
Each party keeps the intellectual property rights it owns at the date of this agreement or creates independently of it (its "Background IP"). The Provider also keeps its general skills, know-how, methods and tools, and may use them for other clients if it does not use the Customer's Confidential Information.
With effect from payment of the Fees for a Deliverable, the Provider assigns to the Customer all intellectual property rights in that Deliverable, excluding the Provider's Background IP and third-party materials. The Provider must obtain from its personnel and subcontractors the assignments and written waivers of moral rights or, where the law does not allow a waiver, irrevocable consents not to assert them needed to give effect to this clause, and must sign any further document the Customer reasonably requests to record the assignment.
The Provider grants the Customer a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence to use, copy and modify any of the Provider's Background IP incorporated in a Deliverable, as far as needed to use that Deliverable for the Customer's business. The Customer may sub-license these rights only to its group companies and to contractors working for it.
The Provider must not incorporate third-party or open-source materials in a Deliverable unless it identifies them to the Customer in writing in advance and the Customer may use them, under licence terms it has approved, as this agreement contemplates.
The Customer keeps all rights in the materials it provides for the Services ("Customer Materials") and grants the Provider a non-exclusive, royalty-free licence during the Term to use them only to perform the Services.
Each party warrants that it has full power and authority to enter into and perform this agreement.
The Provider warrants that (a) each Deliverable will, on delivery, conform in all material respects to the Services description; and (b) the receipt and use of the Services and Deliverables in accordance with this agreement will not infringe any third party's intellectual property rights, except to the extent caused by Customer Materials.
If the Customer notifies the Provider within 60 days after a Service is performed or a Deliverable is delivered that it does not meet paragraph (a) of the Provider's warranty or the standard in the Services clause, the Provider must re-perform the Service or correct the Deliverable at its own cost within a reasonable time. If it does not do so, the Customer may terminate this agreement for the affected Services and recover the Fees paid for them. These are the Customer's only remedies for that failure, but they do not limit its remedies for any other breach.
Except as expressly stated in this agreement, all other warranties, conditions and terms, whether express or implied by statute, custom or otherwise, are excluded to the fullest extent the governing law permits.
The Provider must indemnify the Customer against all losses, damages, costs (including reasonable legal fees) and settlement amounts arising from a third-party claim that the receipt or use of the Services or Deliverables in accordance with this agreement infringes that third party's intellectual property rights (an "IP Claim"). This does not apply to the extent an IP Claim arises from Customer Materials, a modification of a Deliverable not made by the Provider, or use of a Deliverable with items not supplied or approved by the Provider.
If an IP Claim is made or the Provider reasonably believes one is likely, the Provider may at its own cost obtain the right for the Customer to keep using the affected item, or modify or replace it so that it no longer infringes without materially reducing its functionality. If neither is reasonably possible, either party may terminate this agreement for the affected item and the Provider must refund the Fees paid for it.
The Customer must indemnify the Provider against all losses, damages, costs (including reasonable legal fees) and settlement amounts arising from a third-party claim that the Provider's use of Customer Materials in accordance with this agreement infringes that third party's intellectual property rights.
A party claiming under an indemnity must promptly notify the other party of the claim, let it control the defence and settlement at its own cost, give reasonable help at its cost, and make no admission without its consent. The indemnifying party must not settle a claim in a way that requires an admission by, or imposes an obligation on, the indemnified party without that party's consent, which must not be unreasonably withheld.
Each party must keep confidential all information of a confidential nature that the other party discloses to it in connection with this agreement ("Confidential Information"), use it only to perform its obligations or exercise its rights under this agreement, and protect it with at least reasonable care. It may disclose Confidential Information to its and its group companies' employees, officers, professional advisers, insurers and subcontractors who need to know it and are bound by equivalent duties of confidence, and it remains responsible for their compliance.
These obligations do not apply to information that is or becomes public other than through a breach of this agreement, that the recipient lawfully had or receives from a third party without a duty of confidence, or that it develops independently. The recipient may disclose Confidential Information if the law, a court or a regulator requires it, giving the other party as much notice as the law permits. These obligations continue for 5 years after this agreement ends and, for trade secrets, for as long as they remain trade secrets.
Neither party may announce this agreement publicly or use the other party's name or logo in publicity without the other party's prior written consent, except as the law requires.
Each party must comply with the data protection laws that apply to it. Where the Provider processes personal data on the Customer's behalf, the Provider must: (a) process it only on the Customer's documented instructions, unless the law requires otherwise; (b) ensure that its authorised personnel are bound by confidentiality; (c) take appropriate technical and organisational security measures; (d) engage a sub-processor only with the Customer's prior written authorisation and on equivalent written terms; (e) assist the Customer with data-subject requests and its other compliance obligations; (f) notify the Customer without undue delay after becoming aware of a personal data breach; and (g) delete or return the personal data at the end of the Services unless the law requires storage. Before any personal data is transferred across borders, the parties must put in place any transfer mechanism and any further processor terms that the applicable law requires.
The Provider must maintain with reputable insurers professional indemnity insurance of at least USD 1,000,000 for each claim, and any other insurance the law requires for the Services, during the Term and for 3 years after it ends, and must provide evidence of that insurance on request.
Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud, fraudulent misrepresentation or wilful misconduct, or for any other liability that cannot be limited or excluded under the governing law.
Subject to the liabilities that this agreement does not limit, neither party is liable to the other for loss of profit, revenue, business, anticipated savings or goodwill, or for any indirect or consequential loss. This does not affect the Customer's obligation to pay the Fees.
Subject to the liabilities that this agreement does not limit, each party's total liability arising out of or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, is limited to the Liability Cap. Liability for breach of the Confidentiality clause or of any data protection obligation, or under the Provider's indemnity for IP Claims, is instead limited to twice the Liability Cap in total. These limits do not apply to the Customer's obligation to pay the Fees.
During the Term and for 6 months after it ends, neither party may, without the other party's prior written consent, solicit for employment or engagement any employee of the other party who was materially involved in the Services. General recruitment advertising not aimed at those employees, and hiring a person who responds to it, is not a breach.
Each party must comply with all anti-bribery, anti-corruption, sanctions and export-control laws that apply to it in connection with this agreement, and must not offer, give, request or accept any bribe or other improper advantage. Neither party is required to do anything that would breach sanctions that apply to it. Either party may suspend performance or terminate this agreement by written notice if continuing would expose it to a breach of those sanctions.
This agreement starts on the Commencement Date and continues for the Term, unless it is terminated earlier under this agreement.
Either party may terminate this agreement immediately by written notice if the other party commits a material breach of it that cannot be remedied or, if it can be remedied, is not remedied within 30 days after written notice requiring it to be remedied.
Either party may terminate this agreement immediately by written notice if the other party becomes insolvent, makes an arrangement with its creditors, enters liquidation, administration or any equivalent process under the law of any country, or ceases to carry on business, unless the applicable law prevents termination on that ground.
The Customer may terminate this agreement for convenience by giving the Provider at least 30 days written notice.
On termination or expiry: (a) the Customer must pay the Fees for Services performed and expenses properly incurred up to the termination date and, if it terminates for convenience, the Provider's reasonable costs committed before the notice that cannot be cancelled; (b) the Provider must deliver all Deliverables, including work in progress, paid for or payable under paragraph (a); (c) each party must return or destroy the other's Confidential Information on request, except as the law requires it to keep; and (d) accrued rights and remedies, and the clauses intended to continue, continue in force, including this clause, the Fees and Payment clauses for amounts accrued before termination or expiry, and the Intellectual Property, Warranties, Indemnities, Confidentiality, Data Protection, Insurance, Liability, Non-solicitation, Notices, Governing Law and Disputes, and General clauses, each to the extent included in this agreement.
Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control that it could not reasonably have avoided or mitigated, other than its own lack of funds or industrial action by its own workforce, if it promptly notifies the other party and uses reasonable efforts to resume performance. This clause does not excuse payment of amounts due. If the event prevents performance of all or a material part of the Services for more than 60 days, either party may terminate this agreement by written notice.
The Provider is an independent contractor. Nothing in this agreement creates a partnership, joint venture, agency or employment relationship between the parties, and neither party may bind the other. The Provider is responsible for the pay, tax and social security of its own personnel.
The Provider may subcontract part of the Services only with the Customer's prior written consent, which must not be unreasonably withheld or delayed. The Provider remains responsible for its subcontractors' acts and omissions as if they were its own.
Neither party may assign or transfer its rights or obligations under this agreement without the other party's prior written consent, which must not be unreasonably withheld or delayed. Either party may, however, assign this agreement by written notice to a successor to all or substantially all of its business to which this agreement relates.
A notice under this agreement must be in writing and delivered by hand, by reputable courier or by email to the Customer at [TO BE CONFIRMED — Customer notice address and email] or to the Provider at [TO BE CONFIRMED — Provider notice address and email], or to a replacement address notified in writing. A notice is received on delivery by hand or courier or, for email, when sent if sent before 5.00 pm on a business day at the recipient's address and otherwise at 9.00 am on the next business day, unless a delivery-failure message is received.
This agreement is the entire agreement between the parties about its subject matter and supersedes all earlier discussions and arrangements. Each party acknowledges that it has not relied on any statement not set out in this agreement, but this does not limit liability for fraud or fraudulent misrepresentation. Terms in any purchase order or other business form do not apply.
A variation is effective only if it is in writing and signed by both parties. A failure or delay in exercising a right is not a waiver of it. If any provision is invalid or unenforceable, it applies with the minimum modification needed to make it valid, or is otherwise deleted, and the rest of this agreement is unaffected.
A person who is not a party to this agreement has no right to enforce any of its terms, unless the governing law gives that right despite this clause.
This agreement may be signed in counterparts and by electronic signature. Each counterpart is an original, and together they form one agreement.
This agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it are governed by the law of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.
Any dispute arising out of or in connection with this agreement must be finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed under those rules. The seat of arbitration is London, England and the language of the arbitration is English. This does not prevent a party seeking urgent interim relief from a competent court.
This agreement is made in English. If it is translated, the English text prevails to the extent the law permits.
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