Partner Registration

Master Agreement - Business Support Services Between Maywood Solutions Limited and [~Your Company~] Dated: Sunday 5th of September 2010

• 1. Introduction
  THIS BUSINESS SUPPORT SERVICES AGREEMENT is made on the Sunday 5th of September 2010 between:
  
  
  • (1) Maywood Solutions Limited (Maywood) a company incorporated in England & Wales (registration number 4851325) whose registered office and trading address is at Miles Green Farm Queens Road, Bisley, Surrey, GU24 9AR(the "Company")
    
    and
    
    
  • (2)[~Your Company~] a company incorporated in England & Wales (registration number [~Your Company's Registration Number~]) whose registered office and trading address is at [~Your Company's Address~] (the"Client")
  
  The Company agrees to supply and the Client agrees to engage the Company's Services on the following terms:
  
  
• 2. Nature of This Agreement
  
  
  • 2.1 This is a Master Agreement, and defines the terms under which the Company will undertake such Services for the Client as may be agreed between the parties from time to time.
    
    
  • 2.2 Entering this Agreement does not of itself oblige the Client to offer any work to the Company nor for the Company to provide or the Client to accept or pay for any particular Business Support Services. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of or between any performance of the services or during any notice period. Where it is agreed between the parties that any Services are to be provided, a schedule in the form annexed to this Agreement setting out the nature of the Services, the charging basis, and any other material terms (a 'Schedule') will be produced by the Company and provided to the Client.
    
    
  • 2.3 Upon a Schedule being signed by both parties, it will become a contract binding on the parties.
    
    
  • 2.4 Either party may request change to the nature or scope of Services covered by a Schedule. Any such request shall be sufficiently detailed to enable the other party to assess the impact of the proposed change. No such change will become effective until agreed in writing between the parties.
    
    
• 3 This Agreement is not exclusive; the Client acknowledges that the Company enters this Agreement in the course of its business of providing services to its customers, and the Company is and remains at liberty to also provide services to third parties; the Client is and remains at liberty to engage services (including similar services) from third parties. The Company reserves the right to decline to provide any advice and assistance outside the scope of the Services as specified in Schedules agreed between the parties, even if the Company may previously have provided such additional advice and assistance.
  
  
• 4 Services
  
  
  • 4.1 The Company will provide Services as agreed from time to time in Schedules, so far as is reasonably practicable within any agreed timescale, and with all proper skill and care.
    
    
  • 4.2 As an independent professional, the Company will not be subject to direction or control, and itself accepts the responsibility for the proper provision of Services. It is the Company's responsibility to maintain adequate Professional Indemnity, Employer's Liability, and Public Liability insurance.
    
    
  • 4.3 The Company is responsible for maintaining reasonable continuity in personnel providing Services on its behalf, but reserves the right in its sole discretion to make changes from time to time; no additional charge will be made for any handover period, and the Company remains responsible for defining the scope of any Services to be performed by a substitute, and in any event for all Services performed on its behalf. Where the Company's charges are on a time and materials basis, or where any individual who will provide Services is named in a Schedule (or the Client has a reasonable expectation that the Services will primarily be provided by a specific individual), it is the Company's responsibility to ensure that the relevant skills and experience of any replacement personnel remain commensurate with the fee rates charged.
    
    
  • 4.4 It is the Client's responsibility to afford the Company with such access, information and staff cooperation as the Company may reasonably require for the proper performance of any Services, and for ensuring that all relevant Health and Safety policies, risks, information and relevant statutory compliance measures are disclosed to the Company.
    
    
• 5 Staff Obligations & Third Party Rights
  
  
  • 5.1 Each party solely retains all the responsibilities and rights of an employer towards and in relation to its own employees. No person providing Services is expected or required to integrate into the Client's business organisation or employed workforce. Neither party seconds its employees or any of them to the other, nor is it the intention of either party to have or create an employee/employer relationship with the other. Each party will indemnify the other against any claims brought by or in relation to its own employees, whether such claims relate to employment, tax, national insurance, or otherwise.
    
    
  • 5.2 Neither party will employ, engage, or otherwise solicit any person who during the previous 6 months was an employee or sub contractor of the other and with whom such party had material contact in connection with Services performed under any Schedule, until 6 months after that Schedule has terminated.
    
    
  • 5.3 No third party rights are intended to be conferred or created by this Agreement or any Schedule.
    
    
• 6 Copy Right & Intellectual Property Rights
  
  
  • 6.1 'Deliverable' means a work produced by the Company in the course of Services for delivery to the Client. Where pre-existing works are incorporated in any Deliverable, the Client has non-exclusive irrevocable world-wide royalty free licence to use modify and distribute such pre-existing works, but only as part of the Deliverable; all other rights in the pre-existing works are reserved. Subject thereto, all rights in any Deliverable pass to the Client upon payment of all fees due to the Company which relate to that Deliverable, and the Company will execute a formal assignment thereof on request by the Client.
    
    
  • 6.2 The Company will indemnify the Client against infringement of third party rights by a Deliverable, provided that the Client notifies the Company of any relevant third party rights promptly on such rights becoming known to or suspected by the Client.
    
    
  • 6.3 Nothing shall prevent the Company from using techniques, ideas, and other know-how gained during the performance of Services under this Agreement in the furtherance of its own business, to the extent that such does not result in disclosure or abuse of confidential information in breach hereof, or any infringement of any Intellectual Property Rights of the Client.
    
    
• 7 Charges & Payment
  
  
  • 7.1 Estimates are subject to change if based on incorrect information provided by the Client, or if any specified dependencies / facilities are not available on time, or if any equipment required to be provided by the Client fails to operate correctly (save where the engagement itself is for the repair thereof).
    
    
  • 7.2 All sums due shall be invoiced and paid as specified in the applicable Schedule. The Client will pay the Company's invoices within 30 days, plus VAT. Unless otherwise specified, where payment is on a time and materials basis, the Company may invoice monthly.
    
    
  • 7.3 If any of the Company's invoices becomes overdue, the Company may suspend provision of Services, and any agreed timescale will be automatically extended; the Company may also terminate this Agreement and any current Schedule for material breach whilst any payment is more than 7 days overdue.
    
    
  • 7.4 If any payment is not made in full by the Client by the due date the Company may charge interest on the outstanding amount from the due date until payment is received at a compound rate of 2% above bank base rate, per calendar month
    
    
• 8 Confidentiality
  • 8.1 The Company acknowledges that during the course of his appointment it will have access to and be entrusted with Confidential Information.
    
    
  • 8.2 The Company hereby agrees that during the course of its appointment under this Agreement it is likely to obtain knowledge of trade secrets and also other confidential information
    
    with regard to the business and financial affairs of the Client and those of the Client's customers and suppliers details of which are not in the public domain ('Confidential Information'), and accordingly the Company hereby undertakes to and covenants with the Client that:
    
    
    • 8.2.1 it shall not at any time after the Termination Date use or procure the use of the name of the Client in connection with its' own or any other name in any way calculated to suggest that it continues to be connected with the business of the Client or in any way hold itself out as having such connection;
      
      
    • 8.2.2 It shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Company Services; and
      
      
    • 8.2.3 It shall not at any time after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of the Client whose province it is to know the same any Confidential Information and it shall use it's reasonable endeavors to prevent the publication or disclosure of any Confidential Information by any other person.
      
      
  • 8.3 The restrictions set out in Clause 8.2 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Company.
    
    
  • 8.4 In this clause 8 "Confidential Information" means (without limitation) all and any information about business plans, maturing new business opportunities, research and development projects, product formulae, processes, inventions, designs, discoveries or know-how, sales statistics, marketing surveys and plans, costs, profit or loss, prices and discount structures, the names, addresses and contact details of customers and suppliers or potential customers and suppliers, (whether or not recorded in writing or on computer disk or tape or otherwise), which the Client treats as confidential.
    
    
• 9 Delivery Up of Documents
  
  
  • 9.1 Upon the expiration or termination of his or her appointment under this Agreement for whatsoever cause, the Company shall forthwith deliver up to the Client or its Authorised Representative all keys and any swipe card, credit cards, computer hardware or software, books, documents, account records and any other papers which may be in its' possession, custody or control and which are the property of the Client or which otherwise relate in any way to the business or affairs of the Client and no copies of the same or any part thereof shall be retained by the Company. The Company shall then (if required by the Client) make a declaration that the whole of the provisions of this Clause have been complied with.
    
    
• 10 Termination
  
  
  • 10.1 Either party may terminate this Agreement at any time when there is no current Schedule, by immediate written notice.
    
    
  • 10.2 Either party may terminate this Agreement and any current Schedule at any time if the other is in material breach or if the other becomes insolvent, by immediate written notice.
    
    
  • 10.3 Any rights or obligations of a continuing nature shall survive termination.
    
    
• 11. Liability
  
  
  • 11.1 The Company is not liable for any loss or damage in excess of the total sums payable under a Schedule, except where it may not lawfully exclude or limit liability. Each party expressly excludes liability for consequential loss or damage, loss of profit, business, revenue, goodwill or anticipated savings.
    
    
  • 11.2 Any liability or remedy for innocent or negligent misrepresentation is expressly excluded. Neither party excludes or limits liability for death or personal injury
    
    
• 12. Force Majeure
  
  
  • 12.1 If either party is prevented or delayed in the performance of any of its obligations under a Schedule by force majeure, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue.
    
    
  • 12.2 For the purpose of this Agreement 'force majeure' shall be deemed to be any cause materially affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including the following:
    
    
    • 12.1.1 strikes, lockouts or other industrial action
      
      
    • 12.1.2 civil commotion, riot, invasion, war threat or preparation for war
      
      
    • 12.1.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic, radioactive emissions, bad weather or other natural physical disaster
      
      
    • 12.1.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport
      
      
    • 12.1.5 Political interference with the normal operations of any party to the agreement.
      
      
    • 12.1.6 IBM changing the terms of its Software Value Plus Programme.
      
      Either party may terminate this Agreement by immediate written notice to the other if it has been materially prevented from performing its obligations under this Contract by force majeure for 5 Business Days or more during the preceding 20 Business Days.
      
      
• 13. Survival of Causes of Action
  
  
  • 13.1 The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
    
    
• 14. Severability
  
  
  • 14.1 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
    
    
• 15. Waiver
  
  
  • 15.1 Failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which he or she is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.
    
    
  • 15.2 No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by all the parties to this Agreement.
    
    
• 16. Notices
  
  
  • 16.1 Any communication to be given pursuant to the terms of this Agreement shall be in writing in the English language and shall be delivered by hand or sent by post to the address of the addressee as set out in this Agreement or such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; or sent by facsimile transmission to the addressee's fax number as from time to time notified, provided that the receipt of all such communications is confirmed by the receiving party or are sent by recorded delivery.
    
    
• 17. Law & Jurisdiction
  
  
  • 18.1 These terms are governed by the laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising.
    
    
• 18. Schedule Of Work (IBM Software enablement)
  
  To Business Support Services Agreement between [~Your Company~] ('the Client') and Maywood Solutions Limited ('the Company') dated 4th February 2010 (the 'Master Agreement')
  
  
  • 18.1 Introductory
    
    The general nature of the Client's business is the provision of Information Technology products and services and, following the changes introduced by IBM to channel distribution of IBM Software products, the Client requires expert assistance in the ongoing provision of IBM software to its customer base, under the new Closed Distribution certification structure
    
    The Company's field of expertise includes the selling and purchase administration of IBM products and services and as the Company has been certified across all IBM software product groups, the Company has agreed to provide the following Services to the Client, under the terms of the Master Agreement.
    
    
  • 18.2 Services
    
    The scope of this Schedule is to provide ongoing expertise, guidance, support and administrative services to the Client in:
    
    
    • 1. The order processing / fulfilment of the Client's IBM software requirements covered by IBM's Software Value Plus programme.
      
      
    • 2. The enablement of the IBM SVI rebate programme within the Client's sales and account management teams and on the Client's behalf in order to optimise the available transaction margin on any sale, according to the IBM resale and rebate rules within Closed Distribution. The client agrees that Maywood may subcontract some or all of this work, subject to the subcontractor being approved by the client.
    
    The Company is responsible for providing its own reference materials, administrative support, and equipment for use, other than where use of the Client's equipment is required for reasons of security, is particularly specialised, or where the Client's equipment is itself the object of the Services.
    
    
  • 18.3 Term
    
    Provision of the Services for this Schedule will commence on Sunday 5th of September 2010 and will continue until terminated by either party giving 30 days notice.
    
    
  • 18.4 Charging basis
    
    The Company will provide the Services on a Revenue sharing basis where the Reward will be 1% of the revenue generated by the Client on every IBM software transaction undertaken during the Term of this Schedule.
    
    The Company will retain 20% of SVI payments made to the company by IBM for software deals concluded under this agreement. 80% will be forwarded to the client upon receipt from IBM. All bank charges to relating the money transfer to be paid by the client.
    
    
  • 18.5 Termination for Convenience
    
    The Client may not prematurely terminate the Services provided under this Schedule, other than for cause.
    
    
  • 18.6 Generally
    
    The Services will be performed under the terms of the Master Agreement, which together with this Schedule and any other documents expressly referred to in the Master Agreement or in this Schedule constitute the entire understanding between the parties relating to the subject matter of this engagement. Any earlier agreement between the parties relating to the subject matter of this Schedule is hereby superseded and is discharged by mutual consent. No other terms or changes will apply unless in writing and signed by both parties.
    
    Neither party enters the agreement constituted by this Schedule and the Master Agreement on the basis of or relying on any representation, warranty or other provision not expressly stated herein.
    
    This Schedule shall prevail if there is any conflict between it and the Master Agreement.