Article 1 Definitions that apply to this Agreement

Article 2 Subject of this Agreement

Article 3 Performance of Consultancy Work

Article 4 Invoicing and Payments

Article 5 Intellectual Property Rights

Article 6 Confidentiality

Article 7 Publication

Article 8 Warranty and Limitations of Liability

Article 9 Duration, Termination and Suspension

a) “Affiliate(s)” means any company directly or indirectly controlled by a party’s ultimate parent company, ‘controlled’ meaning that at least fifty percent (50%) of the shares, voting stock, participating profit interest or other evidence of ownership is owned, directly or indirectly, by such ultimate parent company;

b) “IPR” means intellectual property rights and covers all existing or future inventions, discoveries, patents, design rights (registered or unregistered), trademarks, copyright, database rights, knowledge, information, experience, processes, procedures, devices, compositions of matter, skills, know-how, samples, trade secrets, designs, formulae, specifications, methods, techniques, compilations, programs, devices, technical information, concepts, developments, whether domestic or foreign, claiming such patentable invention, including all continuations, continuations-in-part, divisions and renewals, all letters patent granted thereon, and all reissues, re-examinations and extensions thereof;

c) “CLIENT” means company which has engaged NetOpSys to undertake a project on their behalf;

d) “Party” or “Parties” means CLIENT and/or NetOpSys, singularly or collectively;

e) “Project” means the work performed by NetOpSys under a Project Agreement, which will be attached to this Agreement;

f) “Project Agreement(s)” means the specific terms of a particular Project in the form set out in the Schedule to this Agreement;

g) “Assignment Number” means the number assigned to a Project Agreement for reference purposes for correspondence and invoicing.

h) “Results” means all findings and deliverables directly resulting from the Services;

i) “Services” are as specified in the relevant Project Agreement;

 

Article 3 Performance of Consultancy Work

Software code and graphical images owned by a third party are not affected by this agreement. During and after completion of any Project, and unless specified in the Project, ownership of Intellectual Property shall be as follows:

(a) was already lawfully in the possession of Receiving Party at the time of receipt from the Disclosing Party with no obligation to keep it confidential; or

(b) is now or in the future becomes, public knowledge through no act or omission of the Receiving Party, its officers, employees, agents or permitted subcontractors; or

(c) was lawfully obtained from a third party having the right to disclose it; or

(d) is independently developed by the Receiving Party without access to or help of the Confidential Information; or

(e) is required to be disclosed by law, in which case, the Receiving Party (unless prohibited by law) will first inform the Disclosing Party of the required disclosure. The Disclosing Party may seek an appropriate protective order or other remedy and/or waive compliance with the above confidentiality provisions. The Receiving Party will at the Receiving Party's request and expense provide all reasonable assistance to obtain any such protective order or other remedy.

(a) will comply with all applicable health, safety and security regulations; and

(b) will only use the site or the facilities at the site for the purposes of performing its obligations under this Agreement; and

(c) will only take part in activities which are involved in performance of its obligations under this Agreement; and

(d) will not facilitate access of persons not employed in performance of its obligations under this Agreement to enter any part of the site for whatever reason; and

(e) will comply and be bound by obligations to Confidentiality as defined in this Agreement.

 

(a) As NetOpSys has no control over the implementation of the recommendations or advice given, NetOpSys cannot accept any liability for losses, which may arise from such implementation;

(b) NetOpSys cannot give any warranties (i) as to the condition, fitness for purpose or performance of any equipment or other goods supplied to the CLIENT in the course of the Project(s), nor (ii) as to the time of completion of any Project nor that any Project(s) will be successful, in whole or in part, nor (iii) that any forecast or projection given with respect to the outcome of the Project(s) can be achieved;

(c) NetOpSys shall not be liable to the CLIENT in respect of any Event of Default for loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the CLIENT as a result of an action brought by a third party) even if such loss was reasonably foreseeable or NetOpSys had been advised of the possibility of the CLIENT incurring the same;

(d) The CLIENT hereby agrees to give NetOpSys not less than twenty-eight (28) working days in which to remedy any Event of Default hereunder;

(e) NetOpSys shall have no liability to the CLIENT in respect of any Event of Default unless the CLIENT shall have served notice of it to NetOpSys within 1 year of the date the CLIENT became aware of the circumstances giving rise to the Event of Default or the date when the CLIENT ought reasonably to have become so aware;

(f) NetOpSys shall not be liable to the Client for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of this agreement.