Independent Contractor Agreement

(Consultancy Agreement)

1. Engagement and Deliverables

1.1 The Client engages the Contractor to provide the services and deliverables described in the Statement of Work (the “Deliverables”). The Contractor determines the method, means and hours of performance, and may use its own equipment and premises.

1.2 The Contractor shall deliver each Deliverable by the milestone date in the Statement of Work. The Client shall review each Deliverable within ten (10) business days and either accept it or specify in writing the respects in which it does not conform.

2. Contractor Status

2.1 The Contractor is an independent contractor and not an employee, partner or agent of the Client. The Contractor is responsible for its own taxes, national insurance and insurances, and is not entitled to employee benefits.

2.2 Nothing in this Agreement prevents the Contractor from providing services to third parties, provided that doing so does not conflict with its obligations under this Agreement.

3. Payment

3.1 The Client shall pay the fees set out in the Statement of Work within thirty (30) days of receipt of a valid invoice. Fees are exclusive of VAT. Pre-approved expenses are reimbursed at cost against receipts.

4. Intellectual Property

4.1 On payment in full, all intellectual property rights in the Deliverables are assigned to the Client. The Contractor retains its pre-existing materials and know-how and grants the Client a perpetual, royalty-free licence to use them as incorporated in the Deliverables.

5. Confidentiality

5.1 Each Party shall keep confidential the other's confidential information, use it only for the purposes of this Agreement, and return or destroy it on request. This obligation survives termination for five (5) years.

6. Term and Termination

6.1 This Agreement continues until the Deliverables are accepted, unless ended earlier by either Party on fourteen (14) days' written notice or immediately for material breach not remedied within ten (10) days of notice. On termination the Client pays for work performed to the date of termination.

7. General

7.1 This Agreement is governed by the laws of England and Wales. It is the entire agreement between the Parties and may be amended only in writing signed by both.