GENERAL SERVICE AGREEMENT

BACKGROUND:

1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

SERVICES PROVIDED

1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):
• The Absolute Advantage Buyer Matching Service as described hereto.
• Non-exclusive representation as an Independent Sales Agent for the purposes of negotiating sales on behalf of the Client in accordance with this agreement.
2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT

3. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days’ written notice to the other Party.
5. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
6. This Agreement may be terminated at any time by mutual agreement of the Parties.
7. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

PERFORMANCE

8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

PAYMENT

10. The Contractor will charge the Client monthly for the Services at the rate stated in the chosen package (the “Payment”) per territory as agreed by the Parties from time to time.
11. The Client will be invoiced every month.
12. Invoices submitted by the Contractor to the Client are due upon receipt.
13. The Payment as stated in this Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the Client in addition to the Payment.
14. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.
15. The Contractor will be solely responsible for the payment of all remuneration and benefits due to the employees of the Contractor, including any National Insurance, income tax and any other form of taxation or social security costs.

REIMBURSEMENT OF EXPENSES

16. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
17. All expenses must be pre-approved by the Client.

COMMISSIONS

18. The Client shall pay a commission to the Contractor on all transactions entered into by the Client with customers obtained primarily through the efforts of the Contractor, in accordance with the fee schedule set forth in the agreement attached hereto.
19. The Contractor will supply the Client a statement of the commission payable to the Contractor not later than the relevant payment date setting out the main components used in calculating the amount of the commission.
20. The Client will supply to the Contractor all the information, and in particular any extract from the Client’s books, which is available to the Client and which the Contractor needs to calculate the amount of the commission due.
21. Any entitlement to commission shall be extinguished and any commission paid to the Contractor shall be refunded if and to the extent that it is established that the relevant transaction will not be executed and that fact is due to a reason for which the Client is not to blame.
22. The Client agrees that termination does not relate to ongoing payment of commissions on transactions with customers introduced by the Contractor to the Client who conclude a sale subsequent to termination either directly or through other representatives nor to payments due from the continuation of contracts with clients arranged by the Contractor prior to termination, nor for expenses agreed but outstanding.

NON-CIRCUMVENT

23. The Client agrees not to circumvent the Contractor by communicating or conducting business with the Contractor’s employees, clients, contacts or suppliers either directly or through other representatives without prior agreement.

MONEY-BACK GUARANTEE

24. The Contractor hereby guarantees to place the Client’s product(s) with at least one retailer in the agreed territory within a period not exceeding 180 days (the “Guarantee Period”) from the date of this Agreement or from the date of receipt of the Client’s first payment pursuant to this Agreement (whichever is the later) for the purpose of wholesale supply.
25. Should the Contractor fail in this obligation then the Contractor will refund all monies paid to the Contractor by the Client under the terms of this Agreement within 30 days of termination of this Agreement following the Guarantee Period.
26. The refund value is limited to only those Payments made by the Client to the Contractor pursuant to this Agreement and excludes any and all monies paid by the Client to third parties either directly of via the Contractor resulting from the execution of and/or pursuant to this Agreement.
27. The Client agrees that this guarantee will be voided if the Client:
    1. Fails to meet any of their obligations under this Agreement
    2. Causes delay to the achievement of any project milestones pursuant to this Agreement including but not limited to the provision of samples for dispatch to prospects
    3. Cancels their Direct Debit agreement with the Contractor within the Guarantee Period
    4. Terminates or gives notice to terminate this Agreement within the Guarantee Period
    5. Is currently trading or has previously traded within the target market territory
    6. Has been a client of the Contractor prior to this Agreement

    PENALTIES FOR LATE PAYMENT

28. The Contractor understands and will exercise their statutory right to interest and compensation for debt recovery costs under The Late Payment of Commercial Debts Regulations 2013 if not paid according to agreed terms.

CONFIDENTIALITY

29. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
30. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
31. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

OWNERSHIP OF INTELLECTUAL PROPERTY

32. All intellectual property and related material (the “Intellectual Property”) that is developed or produced by the Contractor under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
33. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

RETURN OF PROPERTY

34. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

CAPACITY/INDEPENDENT CONTRACTOR

35. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

NOTICE

36. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing to such addresses as either Party may from time to time notify the other.

INDEMNIFICATION

37. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

38. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

TIME OF THE ESSENCE

39. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

40. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

41. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

42. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

43. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

44. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

45. This Agreement will be governed by and construed in accordance with the laws of England.

SEVERABILITY

46. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

47. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on the date which first appears in this Agreement.

MUTUAL CONFIDENTIALITY AGREEMENT

WHEREAS the parties hereto wish to hold discussions concerning potential opportunities (“the Purpose”) and may wish to disclose to one another confidential, technical and business information including, but not limited to, drawings, certain formulae, contracts, plans, processes, design rights, price information, manufacturing processes and techniques, product information, trade secrets, know-how, intellectual property rights, data whether oral, visual, written or otherwise recorded regarding the affairs, business, plans or operations of the other party and other information relating to each others’ business (“the Confidential Information”).

IT IS AGREED as follows:-

1. INTERPRETATION

   1. In this Agreement, the following words and expressions shall have the meanings given to them below:-

   “Associated Company”

   means in relation to any company, a company which is the holding company of that company or a subsidiary of that company or of its holding company (and for these purposes “subsidiary” and “holding company” have the meanings given to them by Section 736 Companies Act 1985);

   2. In interpreting this Agreement the headings of the Clauses shall be ignored.

2. UNDERTAKINGS OF THE RECIPIENT

   In consideration of supplying the Confidential Information to the other party, each party undertakes and agrees as follows:

   1. to keep secret and confidential all Confidential Information disclosed to it by the other party;
   2. to use or apply the Confidential Information disclosed to it by the other party solely for the Purpose and so as to determine whether or not and on what terms the parties might wish to proceed;
   3. not to use, copy adapt, transform, alter, disclose or part with possession of or apply the Confidential Information for any purpose or its own purposes or store any of the Confidential Information in an externally accessible computer other than described in Clause 2.2 above;
   4. not at any time, whether the negotiations proceed or not, to copy, disclose or otherwise make available to any third party without the written consent of the other, any of the Confidential Information of the other, other than to those of its directors, professional advisors, officers or employees who are required for the Purpose to receive and consider the Confidential Information providing always that its professional advisors directors, officers and employees are made fully aware that the same is secret and confidential, and wherever reasonably practicable it shall obtain a written statement from those professional advisers, directors, officers and employees having access to the Confidential Information undertaking to maintain the same confidentiality and shall take such steps as may be reasonably desirable to enforce such obligations at its expense;
   5. to provide proper and secure storage for each and every part of the Confidential Information received in tangible form whilst it is in their custody, power or control;
   6. apply to the Confidential Information no lesser security measures and degree of care than those which the party receiving the Confidential Information applies to its own confidentiality and proprietary information; and
   7. to promptly return or destroy at its own expense the Confidential Information received together with any copies in its possession or in the possession of its directors, officers, employees and professional advertisers at the request of the disclosing party.
   8. The Parties shall have the right to disclose the Confidential Information to a third party involved in the Purpose, subject to them obtaining the written consent of the other party to such disclosure and each party agrees that they shall procure that the third party shall first enter into a written acknowledgement and undertaking of the confidentiality which is acceptable to the other party.

3. INFORMATION AVAILABLE FROM OTHER SOURCES

   Nothing in this Agreement shall apply to any information or Confidential Information which:

   1. is in the public domain at the date of its disclosure or subsequently becomes public knowledge in any way without breach of this Agreement; or
   2. the receiving party can show was in its possession or known to it by it being in its use or being recorded in its files or computers or other recording media prior to receipt from the other party, or which has been developed by or for the receiving party of any Confidential Information disclosed to it; or
   3. is disclosed to the receiving party by any third party and it not the subject of any restriction as to its use or disclosure imposed by or on that third party at the time of provision; or
   4. the receiving party is obliged to disclose by reason of any legal requirement.

4. REMEDIES

   1. Each party understands that a breach by it of any of the covenants or provisions contained in this Agreement may cause the other party irreparable harm which could not be adequately compensated for by damages and that, in addition to a damages claim, the other party shall be entitled as a matter of right to seek injunctive relief as a cumulative and additional remedy.

5. CONFIDENTIALITY

   1. Each party agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the other party, its Associated Companies or customers in any publicity, advertisement or disclosure with regard to this Agreement without the prior written consent of the other party.

6. GENERAL

   1. Each party hereby acknowledges and agrees that they shall not acquire by implication or otherwise any right or licence on or title to any Confidential Information communicated by or acquired from the other.
   2. This Agreement shall be governed by English law. The English Courts shall have exclusive jurisdiction over any dispute or claim arising in connection with this Agreement.
   3. This Agreement contains all the terms agreed by the parties regarding the subject matter of this Agreement and supersedes any prior agreements, understandings, or arrangements between them, whether oral or in writing, and no representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as set out in this Agreement.
   4. No variation or amendment to this Agreement shall be effective unless in writing signed by authorised representatives of the parties.
   5. Any notice to be given hereunder shall be delivered by first class pre-paid post or facsimile transmission. The address for service in the case of each of the parties shall be their respective addresses as specified inthis Agreement. In the event that a party’s address changes, it shall, within 14 days of such change, so inform the other party. Any notice delivered in accordance with this clause shall be deemed to be served if sent by post, upon the expiration of 48 hours after posting and if sent by facsimile on completion of transmission.
   6. The failure of either party to enforce or to exercise, at any time or for any period of time, any term of, or any right arising pursuant to, this Agreement does not constitute, and shall not be construed as, a waiver of such terms or right and shall in no way affect that party’s right later to enforce or exercise it.
   7. The parties do not intent that any agency or partnership relationship be created between them by this Agreement.
   8. This Agreement is personal to the parties hereto and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
   9. A person who is not a party to this Agreement shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 (“the Act”) to enforce any term of these Conditions or the Contract. Any right or remedy of a third party which exists or is available apart from the Act is not affected.
   10. The invalidity or unenforceability of any term of, or any right arising pursuant to, this Agreement shall not in any way affect the remaining terms and rights.

EXECUTED on the date which first appears in this Agreement.