All services provided by Creative Media Systems Limited are subject to the following agreement unless a specific agreement has been agreed. The following agreement is a standard agreement and is subject to change and clients will be norified accordingly.
This Consulting and Introducer Agreement (this “Agreement”), is made and entered into by and among a client (the “Company”) and Creative Media Systems Limited (the “Consultant” and “Introducer”).
SCOPE OF WORK
The Company has engaged Consultant to provide services in connection with the Company’s Business Growth and Funding. Consultant agrees to provide the services described by programs detailed on the CMS360.org website.
The parties agree to engage in a 6 month coaching program through a combination of predefined program material, regular communication via Intercom services during regular business hours, weekly Q&A group based online meetings, ad-hoc 1:1 online meetings and 1-2 in person meetings at Company’s offices or in a place to be agreed. Consultant may also be available for additional time, per Company’s request on a time and expenses basis on a rate to be agreed. For example attendance at special Company meetings or for matters out of scope to this proposal. After the initial 6 month period, Consultant will continue to be available to resolve matters related to the activities defined in the proposal for a further 6 months if the program work and deliverables were completed.
In order for Consultant to perform the consulting services, it may be necessary for the Company to provide Consultant with Confidential Information (as defined below) regarding the Company’s business and products. The Company will rely heavily upon Consultant’s integrity and prudent judgment to use this information only in the best interests of the Company.
1.4 STANDARD OF CONDUCT.
In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and business ethics. Consultant shall not use time, materials, or equipment of the Company without the prior written consent of the Company. In no event shall Consultant take any action or accept any assistance or engage in any activity that would result in any university, governmental body, research institute or other person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Company.
1.5 OUTSIDE SERVICES.
Consultant shall not use the service of any other person, entity, or organization in the performance of Consultant’s duties without the prior written consent of an officer of the Company. Should the Company consent to the use by Consultant of the services of any other person, entity, or organization, no information regarding the services to be performed under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or organization has executed an agreement to protect the confidentiality of the Company’s Confidential Information (as defined in Article 5) and the Company’s absolute and complete ownership of all right, title, and interest in the work performed under this Agreement.
2.1 INDEPENDENT CONTRACTOR.
Consultant is an independent contractor and is not an employee, partner, or co-venturer of, or in any other service relationship with, the Company. The manner in which Consultant’s services are rendered shall be within Consultant’s sole control and discretion. Consultant is not authorized to speak for, represent, or obligate the Company in any manner without the prior express written authorization from an officer of the Company.
Consultant shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement, and shall be responsible for all payroll taxes and fringe benefits of Consultant’s employees. Neither income tax, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of Consultant or his/her employees. Consultant understands that he/she is responsible to pay, according to law, Consultant’s taxes and Consultant shall, when requested by the Company, properly document to the Company that any and all income and payroll taxes have been paid.
Consultant and Consultant’s employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of the Company. No workers’ compensation insurance shall be obtained by Company covering Consultant or Consultant’s employees.
COMPENSATION FOR CONSULTING SERVICES
The Company shall pay to Consultant the fixed fee for services rendered to the Company under this Agreement as described in the program outlines. Additional success fees for introduction of investors are covered by Article 9. Further fees may be payable by agreement, for example should the Company request additional work outside the scope of the proposal or agree to renew into the Accelerate stage of support activities.
The Company agrees to reimburse Consultant for all actual reasonable and necessary expenditures, which are directly related to the consulting services at the request of the Company, only beyond what has been stated in the proposal as being included in the fixed
fees. Where additional expenses are agreed, these would be for, but are not limited to, expenses related to travel (i.e., airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.), telephone calls, and postal expenditures. Expenses incurred by Consultant will be reimbursed by the Company within 15 days of Consultant’s proper written request for reimbursement.
TERM AND TERMINATION
This Agreement shall be effective as of initial payment to the Company and shall continue in full force and effect for 6 consecutive months plus an additional 6 support months as described in section
1.2. The Company and Consultant may negotiate to extend the term of this Agreement and the terms and conditions under which the relationship shall continue.
The Company may terminate this Agreement for “Cause,” after giving Consultant written notice of the reason. Cause means: (1) Consultant has breached the provisions of Article 5 or 7 of this Agreement in any respect, or materially breached any other provision of this Agreement and the breach continues for 30 days following receipt of a notice from the Company; (2) Consultant has committed fraud, misappropriation, or embezzlement in connection with the Company’ s business; (3) Consultant has been convicted of a major crime; or (4) Consultant’s use of narcotics, liquor, or illicit drugs has a detrimental effect on the performance of his or her employment responsibilities, as determined by the Company.
4.3 RESPONSIBILITY UPON TERMINATION.
Any equipment provided by the Company to the Consultant in connection with or furtherance of Consultant’s services under this Agreement, including, but not limited to, computers, laptops, and personal management tools, shall, immediately upon the termination of this Agreement, be returned to the Company.
The provisions of Articles 5, 6, 7, 8, and 9 of this Agreement shall survive the termination of this Agreement and remain in full force and effect thereafter.
5.1 OBLIGATION OF CONFIDENTIALITY.
In performing consulting services under this Agreement, Consultant may be exposed to and will be required to use certain “Confidential Information” (as hereinafter defined) of the Company. Consultant agrees that Consultant will not and Consultant’s employees, agents, or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the Company, or disclose such Confidential Information without the written authorization of the President of the Company, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.
“Confidential Information” means information not generally known and proprietary to the Company or to a third party for whom the Company is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Company, any vendor names, customer and supplier lists, databases, management systems and sales and marketing plans of the Company, any confidential secret development or research work of the Company, or any other confidential information or proprietary aspects of the business of the Company. All information which Consultant acquires or becomes acquainted with during the period of this Agreement, whether developed by Consultant or by others, which Consultant has a reasonable basis to believe to be Confidential Information, or which is treated by the Company as being Confidential Information, shall be presumed to be Confidential Information.
5.3 PROPERTY OF THE COMPANY.
Consultant agrees that all plans, manuals, and specific materials developed by the Consultant on behalf of the Company in connection with services rendered under this Agreement, are and shall remain the exclusive property of the Company. Promptly upon the expiration or termination of this Agreement, or upon the request of the Company, Consultant shall return to the Company all documents and tangible items, including samples, provided to Consultant or created by Consultant for use in connection with services to be rendered hereunder, including, without limitation, all Confidential Information, together with all copies and abstracts thereof.
RIGHTS AND DATA
All drawings, models, designs, formulas, methods, documents, and tangible items prepared for and submitted to the Company by Consultant in connection with the services rendered under this Agreement shall belong exclusively to the Company and shall be deemed to be works made for hire (the “Deliverable Items”). To the extent that any of the Deliverable Items may not, by operation of law, be works made for hire, Consultant hereby assigns to the Company the ownership of copyright or mask work in the Deliverable Items, and the Company shall have the right to obtain and hold in its own name any trademark, copyright, or mask work registration, and any other registrations and similar protection which may be available in the Deliverable
Items. Consultant agrees to give the Company or its designees all assistance reasonably required to perfect such rights.
CONFLICT OF INTEREST AND NON-SOLICITATION
7.1 CONFLICT OF INTEREST.
Consultant covenants and agrees not to consult or provide any services in any manner or capacity to a direct competitor of the Company during the duration of this Agreement unless express written authorization to do so is given by the Company’s President. A direct competitor of the Company for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that engages in client’s similiar business with principal offices within 50 miles of the Company’s principal offices.
Consultant covenants and agrees that during the term of this Agreement, Consultant will not, directly or indirectly, through an existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or work with, on a part-time, consulting, advising, or any other basis, other than on behalf of the Company any employee or independent contractor employed by the Company while Consultant is performing services for the Company.
RIGHT TO INJUNCTIVE RELIEF
Consultant acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are reasonably necessary to protect the legitimate interests of the Company, are reasonable in scope and duration, and are not unduly restrictive. Consultant further acknowledges that a breach of any of the terms of Articles 5, 6, and 7 of this Agreement will render irreparable harm to the Company, and that a remedy at law for breach of the Agreement is inadequate, and that the Company shall therefore be entitled to seek any and all equitable relief, including, but not limited to, injunctive relief, and to any other remedy that may be available under any applicable law or agreement between the parties. Consultant acknowledges that an award of damages to the Company does not preclude a court from ordering injunctive relief. Both damages and injunctive relief shall be proper modes of relief and are not to be considered as alternative remedies.
1. Company is looking for an investment and therefore requires the services of Introducer to assist the Company in getting the investment; and
2. Introducer has agreed to provide assistance to Company in finding suitable investors who will provide the investment (“Services”), subject to the following terms and conditions of this Agreement; and
3. Introducer will charge a conditional Success Fee (“Success Fee”) for the provision of the Services. The Company agrees to pay the Success Fee upon completion of the Services, in accordance with the terms and conditions set forth; and
Parties agree as follows:
9.1 TERMS AND CONDITIONS.
1. Introducer represents investment funds, family offices and institutional investors. Introducer will procure information about possible investor(s) who may be interested in providing investments. Once Introducer procures information about such investor(s), it will forward in confidence the details to Company. This information will arise from a variety of routes including:
• Investment funds on platforms utilized by Introducer
• Angel networks
• Family offices.
2. Should any investors contact the Company directly and it becomes known that the source of the investment opportunity was from a posting or introduction made by Introducer then the Company should inform Introducer accordingly.
3. Once the efforts of Introducer results in a successful investment deal for the Company, Company will pay Introducer the Success Fee for its efforts on receipt of the funds and this Success Fee will be equal to 6% (six percent) of the value of the fully paid investment into Company related to the successful concluded transaction brought about by Introducer and any unpaid investment which is subject to a results based investment schedule if applicable. This Success Fee is inclusive of any additional value added taxes.
4. Should any investments arise as a result of an introduction within 5 (five) years from the moment of signing this agreement, linking to Introducer directly then the same terms apply. In particular, should an investor introduced by Introducer “follow on” on his or her investment, such “follow on” investment would equally be covered by this Agreement.
5. Company shall inform Introducer on the date when the investor provides the investment money (or a part thereof) to the Company. Introducer will then invoice Company for the Success Fee which will be due on receipt.
6. The Company warrants and represents that it shall pay the Success Fee to Introducer upon receipt of the investment from an investor or investors. Success Fees related to any deferred or results based investment schedule shall be paid no later than on closing of the investment round.
This Introducer Agreement is non-exclusive.
9.3 ACCEPTED INVESTMENT.
Company agrees to immediately inform Introducer of any investment offer that is accepted by the Company, including “follow on” investments from existing investors in the Company originally introduced by Introducer.
9.4 LEGAL REPRESENTATION.
1. Company agrees that it shall be solely liable to an Investor(s) who provides investment and Introducer shall not be liable to the Company in any manner whatsoever, once the investment deal is concluded between Company and such investor.
2. Company agrees that it has sought and shall seek such further legal opinion from its legal advisors in relation to the investment deal, at its sole risk. Any failure on the part of Company to seek proper legal representation for the investment deal will not be attributable to Introducer.
3. Company accepts that Introducer has provided information & assistance about the investor or investment in good faith and Introducer cannot guarantee and assure of complete accuracy of information at any given point in time.
4. Company at its sole responsibility shall verify the antecedents of an investor from whom it accepts investment.
5. Company shall be solely liable to comply with any terms and conditions upon which an investor may agree to provide the investment, and Introducer shall not be a party to such
INTRODUCER DISCLAIMS ALL ITS LIABLITIES IN RELATION TO AND ARISING OUT OF THE SERVICES AND DOES NOT MAKE ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES THERETO. NEITHER INTRODUCER NOR ITS PERSONNEL ARE PROVIDING FINANCIAL ADVICE IN RELATION TO THE INVESTMENT. WE THEREFORE RECOMMEND THAT THE COMPANY SEEK FINANCIAL ADVICE. FROM AN INDEPENDENT FINANCIAL ADVISOR AUTHORIZED PURSUANT
TO THE FINANCIAL SERVICES AND MARKETS ACT 2000.
10.1 CONSTRUCTION OF TERMS.
If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
10.2 GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the United Kingdom.
10.3 COMPLETE AGREEMENT.
This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.
10.4 DISPUTE RESOLUTION.
If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under The London Court of International Arbitration rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective
obligations under this Agreement until the dispute is resolved.
No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be
10.6 WAIVER OF BREACH.
The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.
10.7 SUCCESSORS AND ASSIGNS.
Both the parties shall be entitled to assign/transfer their rights, liabilities, benefits and obligations under this Agreement, to their associates, partners, group companies, subsidiaries, holding companies and/or any other third party/person/entity etc. as they may require.
10.8 NO CONFLICT.
Consultant warrants that Consultant has not previously assumed any obligations inconsistent with those undertaken by Consultant under this Agreement.