1. Definitions

1.1 “Momentum” means Momentum Partnership Limited whose registered office is : The Dene, Appleby Road, Kirkby Stephen, Cumbria, CA17 4PD

1.2 “Intellectual Property” means all or any intellectual property rights generated in the course of the Work Programme including all copyright, rights in computer software, design right (whether registered or unregistered), know-how and patents or trademarks or any applications for any of the foregoing.

1.3 “Project Services” means all technical and professional services and advice provided in carrying out the Work Programme.

1.4 “Work Programme” means that work programme set out in Section A.

1.5 “Associate” means an independent contractor.

1.6 “Client” means the organisation named in this agreement that is receiving “Project Services” from “Momentum”.

1.7 “Consultant” means the consultant designated by Momentum to provide sales advice and support for the Client’s products and services.

1.8 “Fee/s” mean the charge set out in Section A and any additional expenses set out Section A.

2. Contract Terms

This Agreement is to be construed for all purposes as a contract for the supply of services between the Momentum and the Client.

3. Duration

The duration of this Agreement shall be in accordance with the commencement and completion dates set out in our quotation.

4. Fees

4.1 The fees due to the Momentum in respect of the services provided under the terms of this Agreement are set out in in our quotation.

4.2 Fees will be invoiced monthly as work proceeds

4.3 Payment is due by the end of the month following the month in which the invoice was raised.

4.4 Momentum reserve the right to charge interest on all overdue invoices. The interest rate will be 4% above the Bank of England base rate.

5. Expenses

5.1 The cost of travelling by Momentum to the Clients offices is included in the monthly fee and any additional trips or field sales activity will be charged at a rate of 45 pence per mile thereafter.

5.2 The cost of travel and subsistence to represent the Client at a prospect’s offices is not included in the monthly Fee and will be charged and invoiced monthly in arrears in addition to the Fee. Best endeavours will be used by Momentum to gain agreement to these additional expenses in advance and all such costs will be logged or charged at cost outside of any ‘grant funded’ approved project.

5.3 Any exceptional expenses such as rail, flights and hotel or other overnight stay costs will be charged and agreed with the Client in advance of the expense being incurred and in writing for the avoidance of doubt.

5.4 Costs relating to production and fulfilment of marketing materials, sales and marketing letters and campaign follow up will be charged on a cost plus 10% basis.

6. Recruitment of Momentum Personnel

6.1 The Client, or any connected or associate organisation will not attempt to recruit or employ any person who is or has been employed by Momentum Partnership Limited to work on this project. The term ‘employed by’ includes either directly employed as an employee or as a contractor or subcontractor. This restriction will apply for the duration of this agreement and for a period of six months after completion of the agreement.

6.2 If the Client, or any connected or associate organisation, employs either directly as an employee or as a contractor or subcontractor of another organisation any person employed or formerly employed by Momentum as defined in and contrary to clause 6.1 of this agreement then the Client agrees to pay Momentum Partnership Limited a one off fee of £10,000. The payment of this fee will be made within 14 days of the commencement of the employment.

7. Intellectual Property Rights

7.1 All intellectual property relating to software, training materials, documentation or other supplied by Momentum will remain with Momentum and will not be transferred to the Client unless a separate agreement is drawn up in writing.

7.2 Momentum will keep confidential information and knowledge provided by the Client where that information or knowledge is not already in the public domain.

8. Failure to pay, Cancellation & Deferment

8.1 If there shall be an intervening event Momentum may within a reasonable time thereafter defer or cancel any services and treat the contract as terminated, without prejudice to the services performance and damages for any loss suffered as a consequence of such termination.

8.2 An intervening event shall be any of the following:-

8.2.1 failure by the Client to make any payment when it becomes due;

8.2.2 breach by the Client of any of the terms of the contract;

8.2.3 the Client’s proposal for or entry into any composition or arrangement with creditors;

8.2.4 the presentation against the Client of any petition for a bankruptcy order, administration order, winding-up and/or similar process;

8.2.5 the appointment of an Administrative Receiver or Receiver in respect of the business or any part of the assets of the Client;

8.2.6 Momentum forming the reasonable opinion that the Client has become or is likely in the immediate future to become unable to pay his debt (adopting, the definition of that term set out in Section 123 of the Insolvency Act 1986).

8.3 Cancellation of the contract by the Client will only be accepted in writing giving a minimum of *one calendar months’ notice in writing, or by email should you wish to cancel any contract. And at the discretion of Momentum and in any event, after consultation with Momentum and that any costs or expenses incurred by Momentum up to the date of cancellation and/or loss or damage resulting to Momentum by reason of such cancellation will be paid by the Client to Momentum forthwith. Acceptance of such cancellation will only be binding if in writing and signed by a Director of Momentum.

*First day of month to last day.