Terms and Conditions

This Agreement (the “Agreement”) is made as of [Date], by and between [Client Name] (the “Client”), and Terrington Project Management Limited, Company Number 13062193 Registered Office: 3rd Floor, 207 Regent Street, London W1B 3HH England trading as ‘The Project Office’ (“The Project Office”).

1. Business Relationship 
During the term of this Agreement, The Project Office will provide support services to the Client as described on [PAGE NAME] hereto (the “Services”). The Project Office represents that The Project Office is duly licensed (as applicable) and has the qualifications, the experience, and the ability to properly perform the Services. The Project Office shall use its best efforts to perform the Services such that the results are satisfactory to the Client.

2. Fees. 
As consideration for the Services to be provided by The Project Office and other obligations, the Client shall pay to The Project Office the amounts specified on [PAGE NAME] hereto at the times specified therein.

3. Expenses. 
The Project Office shall not be authorized to incur on behalf of the Client any expenses and will be responsible for all expenses incurred while performing the Services [except as expressly specified] unless otherwise agreed to by the Client’s [Title of Officer], which consent shall be evidenced in writing for any expenses in excess of [Expenses]. As a condition to receipt of reimbursement, The Project Office shall be required to submit to the Client reasonable evidence that the amount involved was both reasonable and necessary to the Services provided under this Agreement.

4. Term. 
The Project Office shall serve as a Support Service Function to the Client for a period commencing on Commencement Date and terminating on the earlier of (a) the date The Project Office completes the provision of the Services to the Client under this Agreement, or (b) the date The Project Office shall have been paid the maximum amount of support services fees.

Notwithstanding the above, either party may terminate this Agreement at any time upon [Days’ Notice] business days’ written notice. In the event of such termination, The Project Office shall be paid for any portion of the Services that have been performed prior to the termination.

Should either party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, including but not limited to The Project Office’s obligations under the Confidentiality Agreement between the Client and The Project Office. The non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within Day’s business days after having received written notice by the non-breaching party of the breach or default.

5. Independent Service Provider. 
The Project Office’s relationship with the Client will be that of an independent Service Provider and not that of an employee.

6. Method of Provision of Services. 
The Project Office shall be solely responsible for determining the method, details and means of performing the Services. The Project Office may, at The Project Office’s own expense, employ or engage the services of such employees, subcontractors, partners, or agents, as The Project Office deems necessary to perform the Services.

6.1 No Authority to Bind Client. The Project Office acknowledges and agrees that The Project Office has no authority to enter into contracts that bind the Client or create obligations on the part of the Client without the prior written authorisation of the Client.

6.2 No Benefits. The Project Office acknowledges and agrees that The Project Office and its Assistants shall not be eligible for any Client employee benefits and, to the extent The Project Office otherwise would be eligible for any Client employee benefits but for the express terms of this Agreement, The Project Office (on behalf of itself and its employees) hereby expressly declines to participate in such Client employee benefits.

6.3 For 24 months beyond the completion of the services the Client will not solicit for employment any Employee or Contractor of The Project Office.

7. Supervision of The Project Office’s Services. 
All of the services to be performed by The Project Office, including but not limited to the Services, will be as agreed between The Project Office and the Client’s [Supervisor’s Title]. The Project Office will be required to report to the [Supervisor’s Title] concerning the Services performed under this Agreement. The nature and frequency of these reports will be left to the discretion of the [Supervisor’s Title].

8. Confidentiality Agreement. 
The Project Office shall sign, or has signed, a Confidentiality Agreement, on or before the date The Project Office begins providing the Services.

9. Miscellaneous.

9.1 Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Client.

9.2 Sole Agreement. This Agreement constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.

9.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page or as subsequently modified by written notice.

9.4 Choice of Law. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of England and Wales without giving effect to the principles of conflict of laws.

9.5 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

9.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

The parties have executed this Agreement as of the date first written above.