Duties and Obligations. 3.1 During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual shall: (a) provide the Services with all due care, skill and ability and use its or his best endeavours to promote the interests of the Client; (b) unless the Individual is prevented by ill health or accident, devote at least [NUMBER] [hours OR days] in each calendar month to the carrying out of the Services together with such additional time if any as may be necessary for their proper performance; and (c) promptly give to the Client all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the Client 3.2 If the Individual is unable to provide the Services due to illness or injury, the Consultant Company shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with Clause 4 in respect of any period during which the Services are not provided. 3.3 NOT USED 3.4 The Consultant Company shall use its reasonable endeavours to ensure that the Individual is available at all times on reasonable notice to provide such assistance or information as the Client may require. 3.5 Unless it or he has been specifically authorised to do so by the Client in writing: (a) neither the Consultant Company nor the Individual shall have any authority to incur any expenditure in the name of or for the account of the Client; and (b) the Consultant Company shall not, and shall procure that the Individual shall not, hold itself out as having authority to bind the Client. 3.6 The Consultant Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices. 3.7 The Consultant Company shall procure that the Individual shall comply with the Client's policies on use of information and communication systems, Counter-Terrorism, Anti-Slavery, Anti-Bribery and Equality and Diversity. 3.8 The Consultant Company undertakes to the Client that during the Engagement it shall, and shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its or his knowledge and in any event before the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered) to any other party 3.9 The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that: (a) the Client will not be liable to bear the cost of such functions; and (b) at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality. 3.10 The Consultant Company shall, and shall procure that the Individual shall: (a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements); (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; (c) comply with the Client's [Anti-bribery and Anti-corruption Policies (annexed to this Agreement at Schedule 5), in each case as the Client may update them from time to time (Relevant Policies); (d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 3.10(b), and will enforce them where appropriate; (e) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this Agreement; (f) immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement); (g) ensure that all persons associated with the Consultant Company or other persons who are performing services in connection with this Agreement comply with this Clause 3.10; and (h) within 2 months of the date of this agreement, and annually thereafter, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause 3.10 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under Clause 3.10(g). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably request. 3.11 Failure to comply with Clause 3.10 may result in the immediate termination of this Agreement. 3.12 For the purpose of Clause 3.10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively.
Appears in 1 contract
Samples: Consultancy Agreement
Duties and Obligations. 3.1 During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual shall:
(a) provide the Services Services,including the Deliverables, with all due care, skill and ability and use its or his their best endeavours to promote the interests of the Client;
(b) unless the Individual is prevented by ill health or accident, or following prior agreement with the Council, devote at least [NUMBER] [88 hours OR days] in each calendar month to the carrying out of the Services together with such additional time time, if any any, as may be necessary for their proper performance; and
(c) promptly give to provide the Client with all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or Services, including the Business of the ClientDeliverables.
3.2 If the Individual Consultant is unable to provide the Services due to illness or injury, the Consultant Company they shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with Clause clause 4 in respect of any period during which the Services are not provided.
3.3 NOT USEDThe Consultant may, with the prior written approval of the Client and subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services on their behalf, provided that the Substitute shall be required to enter into direct undertakings with the Client, including with regard to confidentiality. If the Client accepts the Substitute, the Consultant shall continue to invoice the Client in accordance with clause 4 and shall be responsible for the remuneration of the Substitute. For the avoidance of doubt, the Consultant will continue to be subject to all duties and obligations under this agreement for the duration of the appointment of the Substitute.
3.4 If a Substitute is appointed, the provisions relating to sub-processor obligations under clause 6 will apply.
3.5 The Consultant Company shall use its reasonable endeavours to ensure that the Individual is they are available at all times on reasonable notice to provide such assistance or information as the Client may require.
3.5 3.6 Unless it or he has they have been specifically authorised to do so by the Client in writing, the Consultant shall not:
(a) neither the Consultant Company nor the Individual shall have any authority to incur any expenditure in the name of or for the account of the Client; andor
(b) the Consultant Company shall not, and shall procure that the Individual shall not, hold itself themselves out as having authority to bind the Client.
3.6 3.7 The Consultant Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
3.7 3.8 The Consultant Company shall procure that the Individual shall comply with the Client's policies on social media, use of information and communication systems, Counteranti-Terrorismharassment and bullying, Anti-Slaveryequal opportunities, Anti-Bribery no smoking and Equality and Diversitysubstance misuse.
3.8 The Consultant Company undertakes to the Client that during the Engagement it shall, and shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its or his knowledge and in any event before the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered) to any other party
3.9 The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) the Client will not be liable to bear the cost of such functions; and
(b) at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.
3.10 The Consultant Company shall, and shall procure that the Individual shall:
(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 Xxxxxxx Xxx 0000 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 Xxxxxxx Xxx 0000 if such activity, practice or conduct had been carried out in the UK;
(c) comply with the Client's [Antiethics and anti-bribery and Antianti-corruption Policies (annexed to this Agreement at Schedule 5), in each case as the Client may update them from time to time policies (Relevant Policies);
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 3.10(b), and will enforce them where appropriate;
(e) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this Agreementagreement;
(f) immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
(ge) ensure that all persons associated with the Consultant Company or other persons who are performing services in connection with this Agreement agreement comply with this Clause 3.10clause 3.9; and
(h) within 2 months of the date of this agreement, and annually thereafter, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause 3.10 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under Clause 3.10(g). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably request.
3.11 Failure to comply with Clause 3.10 clause 3.9 may result in the immediate termination of this Agreementagreement.
3.12 For 3.11 The Consultant shall:
(a) not engage in any activity, practice or conduct which would constitute either:
(i) a UK tax evasion facilitation offence under section 45(1) of the purpose Criminal Finances Xxx 0000; or
(ii) a foreign tax evasion facilitation offence under section 46(1) of Clause 3.10, the Criminal Finances Xxx 0000; (b) promptly report to the Client any request or demand from a third party to facilitate the evasion of tax within the meaning of adequate procedures and Part 3 of the Criminal Finances Xxx 0000 or any suspected tax evasion offences or facilitation of tax evasion offences, whether under UK law or under the law of any foreign public official and whether a person is country, in connection with the performance of this agreement;
(c) ensure that all persons associated with another person shall be determined the Consultant or other persons who are performing services in accordance connection with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively.this agreement comply with this clause 3.11; and
Appears in 1 contract
Samples: Consultancy Agreement
Duties and Obligations. 3.1 During the Engagement Engagement, the Consultant Company shall, and (where appropriate) shall procure that the Individual shall:
(a) 3.1.1 provide the Services with all due care, skill and ability and use its or his their best endeavours to promote the interests of the ClientClient and any Group Company;
(b) 3.1.2 unless the Individual is prevented by ill health or accident, devote at least [NUMBER] [number of hours OR or days] in each calendar month to the carrying out of the Services Services, together with such additional time if any as may be necessary for their proper performance; and
(c) 3.1.3 promptly give to the Client Board all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the ClientClient or any Group Company.
3.2 If the Individual is unable to provide the Services due to illness or injury, the Consultant Company shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with Clause clause 4 in respect of any period during which the Services are not provided.
3.3 NOT USEDThe Consultant may, with the prior written approval of the Client and subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services instead of the Individual, provided that the Substitute shall be required to enter into direct undertakings with the Client, including with regard to confidentiality. If the Client accepts the Substitute, the Consultant shall continue to invoice the Client in accordance with clause 4 and shall be responsible for the remuneration of the Substitute.
3.4 If a Substitute is appointed, the provisions relating to sub-processor obligations in clause 8 will apply.
3.5 The Consultant Company shall use its reasonable endeavours to ensure that the Individual is available at all times on reasonable notice to provide such assistance or information as the Client may require.
3.5 3.6 Unless it or he has they have been specifically authorised to do so by the Client in writing:
(a) neither 3.6.1 the Consultant Company nor the Individual shall not have any authority to incur any expenditure in the name of or for the account of the Client; and
(b) 3.6.2 the Consultant Company shall not, and shall procure that the Individual shall not, not hold itself out as having authority to bind the Client.
3.6 3.7 The Consultant Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client's ’s health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
3.7 3.8 The Consultant Company shall procure that the Individual shall comply with the Client's policies on social media, use of information and communication systems, Counteranti-Terrorismharassment and bullying, Anti-Slavery, Anti-Bribery equal opportunities and Equality and Diversitysuch other policies as are provided to the Consultant and/or the Individual.
3.8 3.9 The Consultant Company undertakes to the Client that during the Engagement it shall, and shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its or his their knowledge and and, in any event event, before the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered) to any other party provided that nothing in this clause shall require the Consultant or the Individual to disclose any Business Opportunities to the Client if to do so would result in a breach by the Consultant or the Individual of any obligation of confidentiality or of any fiduciary duty owed by it or them to any third party.
3.9 3.10 The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) 3.10.1 the Client will not be liable to bear the cost of such functions; and
(b) 3.10.2 at the Client's ’s request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.
3.10 3.11 The Consultant Company shall, and shall procure that the Individual shall:
(a) 3.11.1 comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements)2010;
(b) 3.11.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) 3.11.3 comply with the Client's [Antianti-bribery and Antianti-corruption Policies (annexed to this Agreement at Schedule 5)policies, in each case as the Client may update them from time to time (Relevant Policies)time;
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 3.10(b), and will enforce them where appropriate;
(e) 3.11.4 promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this Agreement;
(f) 3.11.5 immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);; and
(g) 3.11.6 ensure that all persons associated with the Consultant Company or other persons who are performing services or providing goods in connection with this Agreement comply with this Clause 3.10; and
(h) within 2 months of the date of this agreement, and annually thereafter, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause 3.10 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under Clause 3.10(g). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably requestclause 3.11.
3.11 3.12 Failure to comply with Clause 3.10 clause 3.11 may result in the immediate termination of this Agreement.
3.12 3.13 For the purpose of Clause 3.10clause 3.11, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of clause 3.11, a person associated with the Consultant includes but is not limited to any Substitute for the Individual.
3.14 The Consultant shall:
3.14.1 not engage in any activity, practice or conduct which would constitute either:
3.14.1.1 a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
3.14.1.2 a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
3.14.2 promptly report to the Client any request or demand received by the Consultant or the Individual from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 in connection with the performance of this Agreement;
3.14.3 ensure that all persons associated with the Consultant or other persons who are performing services or providing goods in connection with this Agreement comply with this clause 3.14.
3.15 Failure to comply with clause 3.14 may result in the immediate termination of this Agreement.
Appears in 1 contract
Samples: Consulting Agreement
Duties and Obligations. 3.1 During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual The Contractor shall:
(a) 3.1.1 perform its obligations as set out in this Agreement and allocate sufficient resources to the Services to enable it to comply with its obligations;
3.1.2 provide the Services with all due care, reasonable care and skill and ability and use its or his best endeavours to promote the interests of the Clientin accordance with Good Industry Practice;
(b) unless the Individual is prevented by ill health or accident, 3.1.3 devote at least [NUMBER] [hours OR days] in each calendar month such time to the carrying out of the Services together with such additional time if any as may be necessary for their its proper performance; and;
(c) promptly 3.1.4 throughout the term of this Agreement, give to L&P such written or oral advice or information regarding any of the Client all such information and reports Services as it L&P may reasonably require;
3.1.5 comply with all reasonable requirements of L&P provided that any requirements which involve a material change in the nature or specification of the Services shall require the consent of the Contractor (such consent not to be unreasonably withheld or delayed);
3.1.6 operate in connection accordance with matters relating the highest standards and not to the provision do anything that could bring any of the Services or L&P into disrepute;
3.1.7 deal promptly with all correspondence and requests from L&P; and
3.1.8 not make any public announcement relating to this Agreement or the Business of the ClientServices without L&P’s prior written consent.
3.2 If Unless the Individual is unable to provide the Services due to illness or injury, the Consultant Company shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with Clause 4 in respect of any period during which the Services are not provided.
3.3 NOT USED
3.4 The Consultant Company shall use its reasonable endeavours to ensure that the Individual is available at all times on reasonable notice to provide such assistance or information as the Client may require.
3.5 Unless it or he Contractor has been specifically authorised to do so by the Client L&P in writing:
(a) neither 3.2.1 the Consultant Company nor the Individual Contractor shall not have any authority to incur any expenditure in the name of or for the account of the ClientL&P; and
(b) 3.2.2 the Consultant Company Contractor shall not, and shall procure that the Individual shall not, not hold itself out as having authority to bind L&P.
3.3 If no time or date for performance is specified in this Agreement, the Client.
3.6 The Consultant Company shall, and Contractor shall procure that provide the Individual shall, comply with all reasonable standards of safety Services and comply with the Client's health and safety procedures from its obligations, at all times promptly. Where time to time for performance has been specified in force at the premises where the Services are provided and report to time shall be of the Client any unsafe working conditions or practicesessence.
3.7 3.4 The Consultant Company Contractor shall procure that the Individual shall comply with the Client's policies on use of information and communication systems, Counter-Terrorism, Anti-Slavery, Anti-Bribery and Equality and Diversity.
3.8 The Consultant Company undertakes to the Client that during the Engagement it shall, and shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities promptly notify L&P as soon as practicable after the same shall have come to its or his knowledge and in it becomes aware of any event before or circumstance which has or may have a material adverse impact upon the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered) to any other party
3.9 The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision Contractor’s performance of the Services provided that:
(a) the Client will not be liable to bear the cost of or compliance with its obligations under this Agreement. The Contractor shall provide all such functions; and
(b) at the Client's request the third party shall be information and co-operation reasonably required to enter into direct undertakings with the Client, including with regard to confidentialityby L&P in relation thereto.
3.10 The Consultant Company shall3.5 L&P may itself perform, and shall procure that the Individual shall:
(a) comply with or employ or contract third parties to perform, any or all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice Services or conduct had been carried out in any other services. This Agreement shall not create or imply any commitment on L&P to purchase any volume of Services from the UK;
(c) comply with the Client's [Anti-bribery and Anti-corruption Policies (annexed to this Agreement at Schedule 5), in each case as the Client may update them from time to time (Relevant Policies);
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 3.10(b), and will enforce them where appropriate;
(e) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this Agreement;
(f) immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
(g) ensure that all persons associated with the Consultant Company or other persons who are performing services in connection with this Agreement comply with this Clause 3.10; and
(h) within 2 months of the date of this agreement, and annually thereafter, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause 3.10 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under Clause 3.10(g). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably requestContractor.
3.11 Failure to comply with Clause 3.10 may result in the immediate termination of this Agreement.
3.12 For the purpose of Clause 3.10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively.
Appears in 1 contract
Samples: Services Agreement
Duties and Obligations. 3.1 During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual Advisor shall:
(a) provide the Services in accordance with the terms specified in the Schedule to this agreement;
(b) provide the Services with all due care, skill and ability and use its or his best reasonable endeavours to promote the interests of the ClientClient and any Group Company;
(bc) unless the Individual is prevented by ill health or accident, devote at least [NUMBER] [hours OR days] up to 33 (thirty-three) days in each calendar month quarter to the carrying out of the Services Services, together with such additional time (if any any) as may be necessary for their proper performance; and
(cd) promptly give to the Client Representative all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the ClientClient or any Group Company.
3.2 If the Individual Advisor is unable to provide the Services due to illness or injury, the Consultant Company he shall advise the Client Representative of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with Clause clause 4 in respect of any period during which the Services are not provided.
3.3 NOT USED
3.4 The Consultant Company shall use its reasonable endeavours to ensure that the Individual is available at all times on reasonable notice to provide such assistance or information as the Client may require.
3.5 Unless it or he has been specifically authorised to do so by the Client Representative in writing:
(a) neither the Consultant Company nor the Individual Advisor shall not have any authority to incur any expenditure in the name of or for the account of the Client; and
(b) the Consultant Company Advisor shall notnot hold himself out as an employee, and shall procure that officer or agent of the Individual shall not, hold itself out Client and/or as having authority to bind the Client.
3.6 3.4 The Consultant Company shall, and Advisor shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practicesprovided.
3.7 3.5 The Consultant Company shall procure that the Individual Advisor shall comply with the Client's policies on use following Client policies: Code of information Ethics and communication systemsBusiness Conduct, Counter-TerrorismXxxxxxx Xxxxxxx Policy, and Anti-Slavery, corruption and Anti-Bribery and Equality and Diversitybribery Policy.
3.8 3.6 The Consultant Company Advisor undertakes to the Client that that, during the Engagement it shallEngagement, and he shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its or his knowledge and in any event before the same shall have been offered by the Consultant Company or the Individual Advisor (or caused by the Consultant Company or the Individual Advisor to be offered) to any other party
3.9 The Consultant Company may use a third party , provided that nothing in this clause shall require the Advisor to perform disclose any administrative, clerical or secretarial functions which are reasonably incidental Business Opportunities to the provision Client if to do so would result in a breach by the Advisor of the Services provided that:
(a) the Client will not be liable any obligation of confidentiality or of any fiduciary duty owed by it or him to bear the cost of such functions; and
(b) at the Client's request the any third party shall be required to enter into direct undertakings with the Client, including with regard to confidentialityparty.
3.10 3.7 The Consultant Company shall, and Advisor shall procure that the Individual shall:
(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption in connection with the provision of the Services, including but not limited to the Bribery Act 2010 (Relevant Requirements);Xxxxxxx Xxx 0000.
(b) not engage in any activity3.8 For the avoidance of doubt, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) comply with the Client's [Anti-bribery and Anti-corruption Policies (annexed to this Agreement at Schedule 5), in each case as the Client may update them from time to time (Relevant Policies);
(d) have and shall maintain in place throughout will not provide the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance Advisor with the Relevant Requirements, the Relevant Policies and Clause 3.10(b), and will enforce them where appropriate;
(e) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual equipment in connection with the performance of this Agreement;
(f) immediately notify the Client if a foreign public official becomes an officer or employee provision of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
(g) ensure that all persons associated with the Consultant Company or other persons who are performing services in connection with this Agreement comply with this Clause 3.10; and
(h) within 2 months of the date of this agreement, and annually thereafter, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause 3.10 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under Clause 3.10(g). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably requestServices unless agreed otherwise.
3.11 Failure to comply with Clause 3.10 may result in the immediate termination of this Agreement.
3.12 For the purpose of Clause 3.10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively.
Appears in 1 contract
Duties and Obligations. 3.1 5.1 During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual shall:
(a) provide the Services with all due care, skill and ability and use its or his best endeavours to promote the interests of the Clientability;
(b) unless the Individual is prevented by ill health or accident, devote at least [NUMBER] [hours OR days] in each calendar month sufficient time to the carrying out of the Services together with such additional time if any as may be necessary for their proper performance; and
(c) promptly give to the Client all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the ClientServices.
3.2 5.2 If the Individual Consultant is unable to provide the Services due to illness or injury, the Consultant Company he shall advise the Client of that fact as soon as reasonably practicable.
5.3 The Consultant may, with the prior written approval of the Client, appoint a suitably qualified substitute to perform the Services on his behalf, provided that the substitute shall be required to enter into direct undertakings with the Client, including with regard to confidentiality. The Client will continue to pay the fees to the Consultant as provided in this Agreement, and the Consultant shall be responsible for the remuneration of (and any expenses incurred by) the substitute. For the avoidance of doubt, no fee shall the Consultant will continue to be payable in accordance with Clause 4 in respect subject to all duties and obligations under this Agreement for the duration of any period during which the Services are not providedappointment of the substitute.
3.3 NOT USED
3.4 5.4 The Consultant Company shall use its reasonable endeavours to ensure that the Individual he is available at all times on reasonable notice to provide such assistance or information as the Client may require.
3.5 5.5 Unless it or he has been specifically authorised to do so by the Client in writing, the Consultant shall not:
(a) neither the Consultant Company nor the Individual shall have any authority to incur any expenditure in the name of or for the account of the Client; andor
(b) the Consultant Company shall not, and shall procure that the Individual shall not, hold itself himself out as having authority to bind the Client.
3.6 5.6 The Consultant Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
3.7 5.7 The Consultant Company shall procure that the Individual shall comply with the Client's policies on use of information and communication systems, Counter-Terrorism, Anti-Slavery, Anti-Bribery and Equality and Diversity.
3.8 The Consultant Company undertakes to the Client that during the Engagement it shall, and shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its or his knowledge and in any event before the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered) to any other party
3.9 The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) the Client will not be liable to bear the cost of such functions; and
(b) at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.
3.10 5.8 The Consultant Company shall, and shall procure that the Individual shall:
(a) comply with all applicable laws, regulations, codes regulations and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements)corruption;
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) comply with the Client's [Anti-bribery and Anti-corruption Policies (annexed to this Agreement at Schedule 5), in each case as the Client may update them from time to time (Relevant Policies);
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 3.10(b), and will enforce them where appropriate;
(e) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this Agreement;; and
(f) immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
(gc) ensure that all persons associated with the Consultant Company or other persons who are performing services or providing goods in connection with this Agreement comply with this Clause 3.10; and
(h) within 2 months of the date of this agreement, and annually thereafter, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause 3.10 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under Clause 3.10(g). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably request4.8.
3.11 5.9 Failure to comply with Clause 3.10 4.8 may result in the immediate termination of this Agreement.
3.12 For the purpose of Clause 3.10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively.
Appears in 1 contract
Samples: Consultancy Agreement
Duties and Obligations. 3.1 During a) You are required to perform all the Engagement tasks and will be required to accept all duties and responsibilities as reasonably requested by the Consultant Company shallemployer from time to time.
b) Your duties include those that would reasonably be expected to fall within the job title, and (where appropriatemay reasonably be assigned to you from time to time to meet the employer's needs.
c) The incumbent will be required to provide services as per cases assigned by the O/o the undersigned and for taking all types of Emergencies, Referrals COVID-19 and other related cases. Any non-compliance to their job responsibilities will result to termination of their services.
d) In case of any grievances, the second party is to report it to the Operations Manager and can also escalate it to the Nodal Person from NHM, Meghalaya for addressing the same. Under no circumstances, any cessation of work by the individual or acting in group shall procure that the Individual shall:be allowed. This will lead to immediate termination of services without notice.
(a) provide This Agreement
b) The direction, instructions, requests, and order of the Services with all due careemployer and any of the employer’s guidelines, skill practice manuals, policies, or procedures as they exist from time to time.
c) You shall perform the duties in good faith having regard to the best interest of the employer carefully and ability professionally to a standard established by the employer.
d) Properly and faithfully serve the employer and use its or his your best endeavours to promote protect the interest and reputation of the employer.
e) You shall not take up any part-time/full-time employment or assignments elsewhere or do any business during the period of the contract without the written permission of the competent authority.
f) Private Practice of any kind by any means is not allowed during the period of the agreement.
g) While in contract with the employer and at any time thereafter, you shall not divulge any information or knowledge gained and acquired by you during the period of the contract, which could be detrimental to the interests of the Client;
(b) unless employer. These obligations do not cease with the Individual is prevented by ill health or accident, devote at least [NUMBER] [hours OR days] in each calendar month to the carrying out expiry of the Services together with such additional time if any agreement.
h) Notwithstanding anything contained herein before, rules, regulations, bye-laws, instructions, lawful orders, etc. as may be necessary for their proper performance; and
(c) promptly give to and when framed and issued by the Client all such information and reports as it may reasonably require in connection with matters employer relating to the provision conditions of the Services or the Business of the Client
3.2 If the Individual is unable to provide the Services due to illness or injuryservice and additions, the Consultant Company shall advise the Client of that fact as soon as reasonably practicableamendments, modifications, alterations, etc. For the avoidance of doubt, no fee shall be payable in accordance with Clause 4 in respect of any period during which the Services are not provided.
3.3 NOT USED
3.4 The Consultant Company shall use its reasonable endeavours to ensure that the Individual is available at all times on reasonable notice to provide such assistance or information as the Client may require.
3.5 Unless it or he has been specifically authorised to do so by the Client in writing:
(a) neither the Consultant Company nor the Individual shall have any authority to incur any expenditure made in the name said conditions of or for the account of the Client; and
(b) the Consultant Company shall not, and shall procure that the Individual shall not, hold itself out as having authority to bind the Client.
3.6 The Consultant Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client's health and safety procedures service from time to time in force at the premises where the Services shall apply to you irrespective of whether these matters are provided and report to the Client any unsafe working conditions for herein or practicesnot.
3.7 The Consultant Company shall procure that i) During the Individual shall comply with the Client's policies on use of information and communication systemscontract period, Counter-Terrorism, Anti-Slavery, Anti-Bribery and Equality and Diversity.
3.8 The Consultant Company undertakes to the Client that during the Engagement it shall, and shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its or his knowledge and in any event before the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered) to any other party
3.9 The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) the Client you will not be liable entitled to bear the cost any kind of such functions; and
(b) at the Client's request the third party shall be required to enter into direct undertakings with the Clientmedical facilities overtime allowance, including with regard to confidentialityad hoc bonus, pension, or any other payments/ benefits.
3.10 The Consultant Company shall, and shall procure that j) You will abide by the Individual shall:
(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 Employee Service Conditions as enumerated above. Any of the Bribery Act 2010 if such activityterms and conditions of service may be modified, practice altered, or conduct had been carried out in the UK;
(c) comply with the Client's [Anti-bribery and Anti-corruption Policies (annexed to this Agreement changed at Schedule 5), in each case as the Client may update them from any time to time (Relevant Policies);
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 3.10(b), and will enforce them where appropriate;
(e) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this Agreement;
(f) immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners employer at the date of this Agreement);
(g) ensure that all persons associated with the Consultant Company or other persons who are performing services in connection with this Agreement comply with this Clause 3.10; and
(h) within 2 months of the date of this agreement, and annually thereafter, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause 3.10 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under Clause 3.10(g). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably requestits discretion.
3.11 Failure to comply with Clause 3.10 may result in the immediate termination of this Agreement.
3.12 For the purpose of Clause 3.10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively.
Appears in 1 contract
Samples: Employment Contract
Duties and Obligations. 3.1 During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual shall:
(a) provide the Services Services, including the Deliverables, with all due care, skill and ability and use its or his their best endeavours to promote the interests of the Client;
(b) unless the Individual is prevented by ill health or accident, devote at least [NUMBER] [XX hours OR days] in each calendar month per week to the carrying out of the Services together with such additional time time, if any any, as may be necessary for their proper performanceperformance and ensure that the Deliverables conform in all respects with, and are achieved by any deadlines specified in, Schedule 1 and that the Deliverables shall be fit for any purpose expressly or implicitly made known to the Consultant by the Client; and
(c) promptly give to the Client all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services Services, including the Deliverables, or the Business of the Client.
3.2 If the Individual Consultant is unable to provide the Services due to illness or injury, the Consultant Company they shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with Clause 4 in respect of any period during which the Services are not provided.
3.3 NOT USED
3.4 The Consultant Company shall use its reasonable endeavours to ensure that the Individual is they are available at all times on reasonable notice to provide such assistance or information as the Client may require.
3.5 3.4 Unless it or he has they have been specifically authorised to do so by the Client in writing, the Consultant shall not:
(a) neither the Consultant Company nor the Individual shall have any authority to incur any expenditure in the name of or for the account of the Client; andor
(b) the Consultant Company shall not, and shall procure that the Individual shall not, hold itself themselves out as having authority to bind the Client.
3.6 3.5 The Consultant Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
3.7 The Consultant Company shall procure that the Individual shall comply with the Client's policies on social media, use of information and communication systems, Counteranti-Terrorismharassment and bullying, Anti-Slaveryequal opportunities, Anti-Bribery as may be amended and/or be put in place from time to time and Equality and Diversitynotified to the Consultant.
3.8 3.6 The Consultant Company undertakes to the Client that during the Engagement it shall, and they shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its or his their knowledge and and, in any event event, before the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered) to any other party provided that nothing in this clause shall require the Consultant to disclose any Business Opportunities to the Client if to do so would result in a breach by the Consultant of any obligation of confidentiality or of any fiduciary duty owed by the Consultant to any third party.
3.9 3.7 The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) the Client will not be liable to bear the cost of such functions; and
(b) at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.
3.10 3.8 The Consultant Company shall, and shall procure that the Individual shall:
(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 Xxxxxxx Xxx 0000 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 Xxxxxxx Xxx 0000 if such activity, practice or conduct had been carried out in the UK;
(c) comply with the Client's [Antiethics and anti-bribery and Antianti-corruption Policies (annexed to this Agreement at Schedule 5)policies, in each case as the Client may update them from time to time (Relevant Policies)) as may be introduced from time to time;
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 3.10(b), and will enforce them where appropriate;
(e) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this Agreementagreement;
(f) immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
(ge) ensure that all persons associated with the Consultant Company or other persons who are performing services in connection with this Agreement agreement comply with this Clause 3.103.11; and
(hf) at the discretion of the Client, within 2 1 month of the date of this agreement, and annually thereafter, certify to the Client in writing their compliance with this 3.11. The Consultant shall provide such supporting evidence of compliance as the Client may reasonably request.
3.9 Failure to comply with 3.11 may result in the immediate termination of this agreement.
3.10 The Consultant shall:
(a) not engage in any activity, practice or conduct which would constitute either:
(i) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000; or
(ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000;
(b) comply with the Client's anti-facilitation of tax evasion policy or anti-corruption and bribery policy, which is available from the Client, in each case as the Client or the relevant body may update them from time to time;
(c) promptly report to the Client any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Xxx 0000 or any suspected tax evasion offences or facilitation of tax evasion offences, whether under UK law or under the law of any foreign country, in connection with the performance of this agreement;
(d) ensure that all persons associated with the Consultant or other persons who are performing services in connection with this agreement comply with this 3.13; and
(e) at the discretion of the Client, within 3 months of the date of this agreement, and annually thereafter, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause 3.10 3.13 by the Consultant Company and all persons associated with it, including the Individual, and all Consultant or other persons for whom the Consultant Company is responsible under Clause 3.10(g)who are performing services in connection with this agreement. The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably request.
3.11 Failure to comply with Clause 3.10 3.13 may result in the immediate termination of this Agreementagreement.
3.12 For the purpose of Clause 3.10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively.
Appears in 1 contract
Samples: Consultancy Agreement
Duties and Obligations. 3.1 During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual shall:
(a) provide the Services with all due care, skill and ability and use its or his best endeavours to promote the interests of the ClientClient (or any Group Company);
(b) unless the Individual is prevented by ill health or accident, devote at least [NUMBER] [XXX hours OR days] in each calendar month per day to the carrying out of the Services together with such additional time if any as may be necessary for their proper performance; and
(c) promptly give to the Client all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the ClientClient (or any Group Company).
3.2 If the Individual Consultant is unable to provide the Services due to illness or injury, the Consultant Company he shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with Clause 4 in respect of any period during which the Services are not provided.
3.3 NOT USED
3.4 The Consultant Company shall use its reasonable endeavours to ensure that the Individual he is available at all times on reasonable notice to provide such assistance or information as the Client may require.
3.5 3.4 Unless it or he has been specifically authorised to do so by the Client in writing, the Consultant shall not:
(a) neither the Consultant Company nor the Individual shall have any authority to incur any expenditure in the name of or for the account of the Client; andor
(b) the Consultant Company shall not, and shall procure that the Individual shall not, hold itself himself out as having authority to bind the Client.
3.6 3.5 The Consultant Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
3.7 3.6 The Consultant Company shall procure that the Individual shall comply with the Client's policies on use of information and communication systems, Counter-Terrorism, Anti-Slavery, Anti-Bribery and Equality and DiversityXXX all.
3.8 3.7 The Consultant Company undertakes to the Client that during the Engagement it shall, and he shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its or his knowledge and in any event before the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered) to any other party provided that nothing in this clause shall require the Consultant to disclose any Business Opportunities to the Client if to do so would result in a breach by the Consultant of any obligation of confidentiality or of any fiduciary duty owed by the Consultant to any third party.
3.9 3.8 The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) the Client will not be liable to bear the cost of such functions; and
(b) at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.
3.10 3.9 The Consultant Company shall, and shall procure that the Individual shall:
(a) comply with all applicable laws, regulations, codes regulations and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements)Ordinance;
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) comply with the Client's [Anti-bribery and Anti-corruption Policies (annexed to this Agreement at Schedule 5), in each case as the Client may update them from time to time (Relevant Policies);
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 3.10(b), and will enforce them where appropriate;
(e) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this Agreementagreement;
(f) immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
(gc) ensure that all persons associated with the Consultant Company or other persons who are performing services or providing goods in connection with this Agreement agreement comply with this Clause 3.103.9; and
(h) within 2 months of the date of this agreement, and annually thereafter, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause 3.10 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under Clause 3.10(g). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably request.
3.11 Failure to comply with Clause 3.10 3.9 may result in the immediate termination of this Agreementagreement.
3.12 For the purpose of Clause 3.10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively.
Appears in 1 contract
Samples: Consultancy Agreement
Duties and Obligations. 3.1 During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual Contractor shall:
(a) provide the Services with all due care, skill and ability and use its or his their best endeavours to promote the interests of the Client;Employment Business.
(b) unless shall ensure that the Individual is prevented by ill health or accidentContractor holds and maintains the necessary regulatory accreditation, devote at least [NUMBER] [hours OR days] in each calendar month trade qualifications and trade cards to the carrying out of be able to provide the Services together with such additional time if competence and safety; and shall ensure that the Contractor holds and maintains suitable and adequate insurance cover from reputable insurance providers to cover the Contractor’s liability for insurable risks including any as act or default which the Contractor may be necessary become liable for their proper performance; andduring the engagement or to indemnify the Employment Business under the terms of this Agreement.
(c) promptly give to the Client Board all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the ClientEmployment Business including tickets and cards.
3.2 It is agreed, that the Contractor is not an employee of the Employment Business and not entitled to any employee benefits. Nothing contained herein shall be construed to (i) constitute the parties as partners, joint venturers, co-owners or otherwise, or (ii) allow the Contractor to create or assume any obligation on behalf of the Employment Business without the express consent of the Employment Business;
3.3 If the Individual Contractor is unable to provide the Services due to illness or injury, the Consultant Company they shall advise the Client Employment Business of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with Clause clause 4 in respect of any period during which the Services are not provided.
3.3 NOT USED
3.4 The Consultant Company Contractor shall use its reasonable endeavours to ensure that the Individual is they are available at all times on reasonable notice to provide such assistance or information as the Client Employment Business may require.
3.5 Unless it or he has they have been specifically authorised to do so by the Client Employment Business in writing, the Contractor shall not:
(a) neither the Consultant Company nor the Individual shall have any authority to incur any expenditure in the name of or for the account of the ClientEmployment Business; andor
(b) the Consultant Company shall not, and shall procure that the Individual shall not, hold itself themselves out as having authority to bind the ClientEmployment Business.
3.6 The Consultant Company shall, and Contractor shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the ClientEmployment Business's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client Employment Business any unsafe working conditions or practices.
3.7 The Consultant Company shall procure that the Individual shall comply with the Client's policies on use of information and communication systems, Counter-Terrorism, Anti-Slavery, Anti-Bribery and Equality and Diversity.
3.8 The Consultant Company Contractor undertakes to the Client Employment Business that during the Engagement it shall, and they shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client Employment Business any Business Opportunities as soon as practicable after the same shall have come to its or his their knowledge and and, in any event event, before the same shall have been offered by the Consultant Company or the Individual Contractor (or caused by the Consultant Company or the Individual Contractor to be offered) to any other party.
3.9 3.8 The Consultant Company Contractor may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) the Client Employment Business will not be liable to bear the cost of such functions; and
(b) at the ClientEmployment Business's request the third party shall be required to enter into direct undertakings with the ClientEmployment Business, including with regard to confidentiality.
3.10 The Consultant Company shall, and shall procure that the Individual shall:
(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) comply with the Client's [Anti-bribery and Anti-corruption Policies (annexed to this Agreement at Schedule 5), in each case as the Client may update them from time to time (Relevant Policies);
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 3.10(b), and will enforce them where appropriate;
(e) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this Agreement;
(f) immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
(g) ensure that all persons associated with the Consultant Company or other persons who are performing services in connection with this Agreement comply with this Clause 3.10; and
(h) within 2 months of the date of this agreement, and annually thereafter, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause 3.10 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under Clause 3.10(g). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably request.
3.11 Failure to comply with Clause 3.10 may result in the immediate termination of this Agreement.
3.12 For the purpose of Clause 3.10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively.
Appears in 1 contract
Samples: Self Employed Contractor Agreement
Duties and Obligations. 3.1 During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual shall:
(a) provide the Services with all due care, skill and ability and use its or his their best endeavours to promote the interests of the ClientClient and any Group Company;
(b) unless the Individual is prevented by ill health health, injury or accident, devote at least [NUMBER] [hours OR days] 2 days in each calendar month week to the carrying out of the Services together with such additional time time, if any any, as may be necessary for their proper performance; and;
(c) promptly give to the Client Board all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the ClientClient or any Group Company.
3.2 If the Individual is unable to provide the Services due to illness or injury, the Consultant Company shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with Clause clause 4 in respect of any period during which the Services are not provided.
3.3 NOT USED
3.4 The Consultant Company shall use its reasonable endeavours to ensure that the Individual is available at all times on reasonable notice to provide such assistance or information as the Client may reasonably require.
3.5 3.4 Unless it or he has they have been specifically authorised to do so by the Client in writing:
(a) neither the Consultant Company nor the Individual shall have any authority to incur any expenditure in the name of or for the account of the Client; and
(b) the Consultant Company shall not, and shall procure that the Individual shall not, hold itself out as having authority to bind the Client.
3.6 3.5 The Consultant Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
3.7 The Consultant Company shall procure that the Individual shall comply with the Client's policies on use of information and communication systems, Counter-Terrorism, Anti-Slavery, Anti-Bribery and Equality and Diversity.
3.8 3.6 The Consultant Company undertakes to the Client that during the Engagement it shall, and shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its or his their knowledge and and, in any event event, before the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered) to any other party provided that nothing in this clause shall require the Consultant Company or the Individual to disclose any Business Opportunities to the Client if to do so would result in a breach by the Consultant Company or the Individual of any obligation of confidentiality or of any fiduciary duty owed by it or them to any third party.
3.9 3.7 The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) the Client will not be liable to bear the cost of such functions; and
(b) at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.
3.10 3.8 The Consultant Company shall, and shall procure that the Individual shall, promptly give to the Board all such information and documentation as it may reasonably require from time to time in order for the Client to determine whether the Engagement is or will be Deemed Employment and, if the Client does so determine, in order to comply with any obligation on the Client to deduct and account for tax or national insurance contributions from the fees due under clause 4. The Consultant Company shall, and shall procure that the Individual shall, promptly inform the Board of any material change to any information or documentation previously provided in compliance with this clause and shall also promptly provide any other information or documentation that it considers (or ought reasonably consider) to be materially relevant to determining whether the Engagement is Deemed Employment. Subject to clause 16, the Client reserves the right to amend the terms of the Engagement, and this agreement, if the Engagement is determined to be Deemed Employment.
3.9 The Consultant Company shall, and shall procure that the Individual shall:
(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 Xxxxxxx Xxx 0000 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 Xxxxxxx Xxx 0000 if such activity, practice or conduct had been carried out in the UK;
(c) comply with the Client's [Anti-bribery and Anti-corruption Policies (annexed to this Agreement at Schedule 5), in each case as the Client may update them from time to time (Relevant Policies);
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 3.10(b), and will enforce them where appropriate;
(e) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this Agreementagreement;
(fd) immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreementagreement);; and
(ge) ensure that all persons associated with the Consultant Company or other persons who are performing services in connection with this Agreement agreement comply with this Clause 3.10; and
(h) within 2 months of the date of this agreement, and annually thereafter, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause 3.10 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under Clause 3.10(g). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably requestclause 3.9.
3.11 3.10 Failure to comply with Clause 3.10 clause 3.9 may result in the immediate termination of this Agreementagreement.
3.12 3.11 For the purpose of Clause 3.10clause 3.9, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 Xxxxxxx Xxx 0000 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively.
3.12 The Client takes a zero-tolerance approach to tax evasion. The Consultant Company shall, and shall procure that the Individual shall, not engage in any activity, practice or conduct which would constitute a UK or foreign tax evasion facilitation offence under the Criminal Finances Xxx 0000 and shall immediately report to the Client any request or demand from a third party to facilitate the evasion of tax, or any concerns that such a request or demand may have been made.
Appears in 1 contract
Samples: Consultancy Agreement
Duties and Obligations. 3.1 During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual shall:
(a) shall provide the Services Services, with all due care, skill and ability and use its or his their best endeavours to promote the interests of the Client;Client and any Group Company.
(b) unless 3.2 The Consultant Company shall for reasons of business continuity deploy the Individual is prevented by ill health or accidentwhere possible excluding from that total up to 28 Working Days that the Consultant Company may upon reasonable notice to the Client deploy elsewhere, devote at least [NUMBER] [hours OR days] in each calendar month to the carrying out of the Services together with such additional time if any as may be necessary for their proper performance; andServices.
(c) promptly give to the Client all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the Client
3.2 3.3 If the Individual is unable to provide the Services due to illness or injury, the Consultant Company shall advise the Client of that fact as soon as reasonably practicable. For .
3.4 The Consultant Company may, subject to the avoidance following proviso, appoint a suitably qualified and skilled Substitute to perform the Services instead of doubtthe Individual, no fee provided that the Substitute shall be payable in accordance required to enter into direct undertakings with Clause 4 in respect of any period during which the Services are not providedClient, including with regard to confidentiality.
3.3 NOT USED3.5 If a Substitute is appointed, the provisions relating to sub-processor obligations in Clause 8 will apply and references in this Agreement to the Individual shall include references to the Substitute.
3.4 3.6 The Consultant Company shall use its reasonable endeavours to ensure that the Individual is available at all times on reasonable notice to provide such assistance or information as the Client may require.
3.5 3.7 Unless it or he has they have been specifically authorised to do so by the Client in writing:
(a) neither Neither the Consultant Company nor the Individual shall have any authority to incur any expenditure in the name of or for the account of the Client; and
(b) the Consultant Company shall not, and shall procure that the Individual shall not, hold itself out as having authority to bind the Client.
3.6 3.8 The Consultant Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
3.7 The Consultant Company shall procure that the Individual shall comply with the Client's policies on use social media, anti-bribery, anti-harassment and bullying, equal opportunities and any other policy in force from time to time of information which notice is given to the Consultant Company and communication systemsthat the Individual shall not engage in any activity, Counter-Terrorismpractice or conduct which would constitute an offence under sections 1, Anti-Slavery, Anti-Bribery and Equality and Diversity2 or 6 of the Xxxxxxx Xxx 0000.
3.8 3.9 The Consultant Company undertakes to the Client that during the Engagement Term it shall, and shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its or his their knowledge and and, in any event event, before the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered) to any other party provided that nothing in this clause shall require the Consultant Company or the Individual to disclose any Business Opportunities to the Client if to do so would result in a breach by the Consultant Company or the Individual of any obligation of confidentiality or of any fiduciary duty owed by it or them to any third party.
3.9 3.10 The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) the The Client will not be liable to bear the cost of such functions; and
(b) at At the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.
3.10 The Consultant Company shall, and shall procure that the Individual shall:
(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) comply with the Client's [Anti-bribery and Anti-corruption Policies (annexed to this Agreement at Schedule 5), in each case as the Client may update them from time to time (Relevant Policies);
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 3.10(b), and will enforce them where appropriate;
(e) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this Agreement;
(f) immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
(g) ensure that all persons associated with the Consultant Company or other persons who are performing services in connection with this Agreement comply with this Clause 3.10; and
(h) within 2 months of the date of this agreement, and annually thereafter, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause 3.10 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under Clause 3.10(g). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably request.
3.11 Failure to comply with Clause 3.10 may result in the immediate termination of this Agreement.
3.12 For the purpose of Clause 3.10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively.
Appears in 1 contract
Samples: Consulting Agreement
Duties and Obligations. 3.1 During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual shall:
(a) provide the Services with all due care, skill and ability and use its or his best endeavours to promote the interests of the ClientClient and any Group Company;
(b) unless the Individual is prevented by ill health or accident, devote at least [NUMBER] [hours OR days] 22 days in each calendar month to the carrying out of the Services together with such additional time if any as may be necessary for their proper performance; and
(c) promptly give to the Client Board all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the ClientClient or any Group Company.
3.2 If the Individual is unable to provide the Services due to illness or injury, the Consultant Company shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with Clause clause 4 in respect of any period during which the Services are not provided.
3.3 NOT USEDThe Client has entered into this agreement relying on the professional experience and qualification of the Individual. Therefore the Consultant Company may only appoint a suitably qualified and skilled Substitute to perform the Services instead of the Individual with the prior written approval of the Client and provided that the Substitute shall be required to enter into direct undertakings with the Client, including with regard to confidentiality. If the Client accepts the Substitute, the Consultant Company shall continue to invoice the Client in accordance with clause 4 and shall be responsible for the remuneration of the Substitute.
3.4 The Consultant Company shall use its reasonable endeavours to ensure that the Individual is available at all times on reasonable notice to provide such assistance or information as the Client may require.
3.5 Unless it or he has been specifically authorised to do so by the Client in writing:
(a) neither the Consultant Company nor the Individual shall have any authority to incur any expenditure in the name of or for the account of the Client; and
(b) the Consultant Company shall not, and shall procure that the Individual shall not, hold itself out as having authority to bind the Client.
3.6 The Consultant Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
3.7 The Consultant Company shall procure that the Individual shall comply with the Client's policies on social media, use of information and communication systems, Counteranti-Terrorismharassment and bullying, Anti-Slaveryno smoking, Anti-Bribery dress code, substance misuse, and Equality and Diversityany other relevant policy that may be informed to the Consultant Company and/or the Individual by the Client.
3.8 The Consultant Company undertakes to the Client that during the Engagement it shall, and shall procure that the Individual shall, take all reasonable steps best endeavours to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its or his knowledge and in any event before the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered) to any other party provided that nothing in this clause shall require the Consultant Company or the Individual to disclose any Business Opportunities to the Client if to do so would result in a breach by the Consultant Company or the Individual of any obligation of confidentiality or of any fiduciary duty owed by it or him to any third party.
3.9 The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) the Client will not be liable to bear the cost of such functions; and
(b) at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.
3.10 The Consultant Company shall, and shall procure that the Individual shall:
(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) comply with the Client's [Ethics and Anti-bribery and Anti-corruption Policies (annexed as may be informed to this Agreement at Schedule 5)the Consultant Company and/or the Individual, in each case as the Client may update them from time to time (Relevant Policies);
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause clause 3.10(b), and will enforce them where appropriate;
(e) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this Agreementagreement;
(f) immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreementagreement);
(g) ensure that all persons associated with the Consultant Company or other persons who are performing services or providing goods in connection with this Agreement agreement comply with this Clause clause 3.10; and
(h) within 2 months of as and when required by the date of this agreement, and annually thereafterClient, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause clause 3.10 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under Clause clause 3.10(g). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably request.
3.11 Failure to comply with Clause clause 3.10 may result in the immediate termination of this Agreementagreement.
3.12 For the purpose of Clause clause 3.10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of clause 3.10, a person associated with the Consultant Company includes but is not limited to any Substitute for the Individual.
3.13 The Consultant Company shall (and shall procure that the Individual shall):
(a) ensure that the Individual has a valid right to work in the United Kingdom;
(b) provide appropriate evidence of such right to the Client; and
(c) inform the Client if at any time during the term of this agreement, the Individual’s status in the United Kingdom changes.
Appears in 1 contract
Samples: Consultancy Agreement
Duties and Obligations. 3.1 During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual Individuals shall:
(a) 3.1.1 provide the Services with all due care, skill and ability and use its or his their best endeavours to promote the interests of the Client;
(b) 3.1.2 unless any of the Individual is Individuals are prevented by ill health or accident, devote at least [NUMBER] [hours OR days] in each calendar month to as much time as is necessary for the carrying out full and proper performance of the Services together with such additional time if any as may be necessary for their proper performanceServices; and
(c) 3.1.3 promptly give to the Client Board all such information and reports as it may reasonably require request in connection with matters relating to the provision of the Services or the Business of the Client.
3.2 If the an Individual is unable to provide the Services due to illness or injury, the Consultant Company shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee for the Individual’s services shall be payable in accordance with Clause clause 4 in respect of any period during which such part or parts of the Services are not provided.
3.3 NOT USED
3.4 The Consultant Company shall use its reasonable endeavours to ensure that the an Individual is available at all times on reasonable notice to provide such assistance or information as the Client may require.
3.4 The Consultant Company and the Individuals shall have the authority to incur expenses in the performance of the Services up to a maximum of GBP 100.00 per month. The Consultant Company shall add such expenses as are actually incurred to its invoices together with copies of receipts or invoices paid (“General Expenses”).
3.5 Unless it or he has been specifically authorised to do so by the Client in writing:
(a) writing neither the Consultant Company nor the an Individual shall have any authority to incur any expenditure in over and above the name of or for the account of the Client; and
(b) limit set out at clause 3.4 above. However, upon authorisation, such further expenditure may be undertaken and the Consultant Company shall notadd such further expenses per month as are actually incurred to its invoices together with copies of receipts or invoices paid (“Exceptional Expenses”).
3.6 During the term of this Agreement and for 24 months thereafter, and shall procure the Consultant Company undertakes that the an Individual shall not, hold itself out as having authority to bind not act on behalf of the Consultant Company for any new third party in a manner that would be an act conflicting with the interests of the Client without the express written permission of the Client.
3.6 3.7 Conflicting acts, as referred to above, shall be deemed to include providing advice to third parties on business development and/or intellectual property relating to products, technologies, development candidates or research which are known by the Consultant Company to be in direct competition with the Client’s.
3.8 For the avoidance of doubt, any advice already being provided by an Individual to existing clients of the Consultant Company shall not be deemed to be conflicting acts as set out in this clause 3.
3.9 In the event of uncertainty as to whether the Consultant Company acting for a new third party is in conflict with the Client’s interests, the Consultant Company agrees to discuss the issue with the Client. The Consultant Company hereby agrees not to enter into or proceed with providing advice to said new third party if the Client in its sole discretion determines that providing such advice would be in conflict with the Client’s interests.
3.10 The Consultant Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at any of the Client’s premises where the Services are provided and report to the Client any unsafe working conditions or practices.
3.7 The Consultant Company shall procure that the Individual shall comply with the Client's policies on use of information and communication systems, Counter-Terrorism, Anti-Slavery, Anti-Bribery and Equality and Diversity.
3.8 3.11 The Consultant Company undertakes to the Client that during the Engagement it shall, and shall procure that the Individual Individuals shall, take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its or his their knowledge and in any event before the same shall have been offered by the Consultant Company or the Individual Individuals (or caused by the Consultant Company or the Individual Individuals to be offered) to any other partythe Client.
3.9 3.12 The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
(a) 3.12.1 the Client will not be liable to bear the cost of such functions; and
(b) 3.12.2 at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.
3.10 3.13 The Consultant Company shall, and shall procure that the Individual Individuals shall:
(a) 3.13.1 comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) comply with the Client's [Anti-bribery and Anti-corruption Policies (annexed to this Agreement at Schedule 5), in each case as the Client may update them from time to time (Relevant Policies);
(d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 3.10(b), and will enforce them where appropriate;
(e) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this Agreement;
(f) immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
(g) 3.13.2 ensure that all persons associated with the Consultant Company or other persons who are performing services in connection with this Agreement comply with this Clause 3.10; and
(h) within 2 months of the date of this agreement, and annually thereafter, certify to the Client in writing signed by an officer of the Consultant Company, compliance with this Clause 3.10 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under Clause 3.10(g). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably requestclause 3.13.
3.11 3.14 Failure to comply with Clause 3.10 clause 3.13 may result in the immediate termination of this Agreement.
3.12 For the purpose of Clause 3.10, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively.
Appears in 1 contract
Samples: Consultancy Agreement
