CONTRACTOR SUPPLIER CONTRACT

Transcription

1 1. Definitions and Interpretation 1.1 In these conditions the following expressions shall have the following meanings: MicroTECH means microtech Recruitment Group; microtech Global Ltd; microtech BMS Ltd; microtech Executive Ltd; microtech Recruitment Ltd, [microtech] and any other associated or subsidiary companies. i) Client means any firm or Company or Associated Company or Subsidiary Company who has contracted with microtech for the supply of certain Services ii) Contract the agreement between microtech and the Sub-Contractor iii) Director any Director, shadow director or officer of the Sub-Contractor iv) Sub-Contractor the firm or company supplying the Services in accordance with the Assignment. v) Sub-Contractor s Personnel the person or persons employed engaged or contracted by the Sub-Contractor for the purposes of carrying out the Assignment, including the Sub-Contractor s employees, subcontractors, microtech s and substitutes as appropriate. vi) Jobseeker means the Sub-Contractor s personnel. vii) Client contract a contract between microtech and an Client for the supply or provision of services viii) Term the duration of the Client contract which shall run from the start date to the finish date or in the case of an Client contract which is periodically renewable or is actually renewed the Term shall mean the period from the start date until the date of actual termination of an Client contract. ix) Payment Date means the 14th day after microtech s accounts department has received time sheets from the Sub-Contractor countersigned by the Client s nominated representative(s) or where stated in the Contract, Pay-on-Paid x) Client The direct Client of microtech xi) Customer The direct Client of microtech s Client xii) Agreement shall mean the Signing of a Master Contract and relate to all Assignments associated with the Master Contract. xiii) Services means the services set out in the Assignment. xiv) Agreed Sum means the sum detailed in the Assignment xv) Assignment means the details of the services set out in the Schedule to this Agreement xvi) Any word in the singular shall include the plural and visa versa the masculine shall include the feminine and the neuter and references to natural persons shall include partnerships and bodies corporate. 2. Supply of Services 2.1 MicroTECH requires the Sub-Contractor and the Sub-Contractor agrees to supply to microtech such particular services at times and places as may be specified by microtech for the purposes of carrying out microtech s obligations under the Client contract with effect from the Term upon the terms and subject to the conditions herein contained but without prejudice to the power of microtech to obtain any services from any other person. 2.2 The Sub-Contractor in supplying the Services agrees and undertakes to: Provide them only by the Sub-Contractor, the Sub-Contractor's personnel or by any person or persons nominated in advance and agreed by microtech and not by any other person Make available to microtech all expertise and knowledge thereof and of the Sub-Contractor's personnel and all such persons nominated as aforesaid Act diligently, expeditiously, carefully and in good faith Use reasonable endeavours to advance the best interests of microtech Co-operate with any person or persons as may be required by microtech Ensure all time sheets are completed accurately by the Sub-Contractor's personnel and countersigned by the Client s duly nominated representative by Wednesday morning of the week following that in respect of which the time sheets have been prepared Not to, and shall ensure that the Sub-Contractor's personnel does not except in the proper performance of his duties or otherwise with the prior written approval of microtech, at any time (including after the termination of the Contract) divulge to any person firm or company and shall use his reasonable endeavours to prevent publication or disclosure of any trade secrets, manufacturing process or any other information concerning the business, finances, research development, dealings, transactions or affairs of microtech, or of microtech s Clients or Copyright 2013 microtech Recruitment Group effective 06/09/2013 Page 1 of 8

2 customers of Clients which have or may have come to its knowledge during the term of the Contract whether or not the same shall be protected by copyright, patent, design, registration or otherwise Observe all rules (if any) from time to time displayed at any place of work of the Client and comply with any code of conduct whether voluntary or otherwise for the time being applicable in relation to the Services Procure that the Sub-Contractor's personnel and any person engaged or employed by the Sub-Contractor in providing the Services shall be bound, as agreed and acknowledged hereby the Sub-Contractor's personnel, to microtech by equivalent warranties and undertakings mutatis mutandis as entered into by the Sub-Contractor If the Client wishes to re-engage the services of the Sub-Contractor within a period of 12 months from the end of the Term microtech and the Sub-Contractor shall enter into a new contract into which these Terms and Conditions together with any amendments or alternations thereto or any reissue thereof shall be incorporated. The Sub-Contractor is required to refer to microtech any inquiry for direct negotiations with the Client or for negotiations with the Client through any other party for a period not exceeding twelve months from the date of the ending of the Client contract or any extension thereof Ensure that at all times during the Client contract the Sub-Contractor's personnel : a) does not knowingly engage any conduct which may be detrimental to the interests of microtech and or of the Client. b) gives the Client proficient and faithful service of a standard which would ensure the continuation of the Client contract for the Term c) takes all reasonable steps to become acquainted with and comply with any regulations for health and safety at work. We will use our best endeavours to determine from the Hirer, that the proposed work will not be detrimental to the interest of the Sub-Contractor in relation to Health & Safety. d) takes all reasonable care of the Client s machinery, equipment and property e) complies with all reasonable disciplinary rules or other regulations or procedures enforced at the place of work f) only makes private phone calls after obtaining the approval of the Client g) subject to the terms of this Agreement, ensure that its personnel perform the Services detailed in the Assignment. h) comply with the Assignment unless agreed otherwise in writing in accordance with 9.2 below 2.3 MicroTECH is under no obligation to offer work to the Sub-Contractor and the Sub-Contractor is under no obligation to accept any work which may be offered by microtech. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of, or between, any performance of Services under the Assignment. 2.4 The Sub-Contractor shall, if required: ensure that its valid and adequate Public and Employer s Liability Insurance remain in force throughout the duration of the Assignment; and ensure that the Sub-Contractor and the Sub-Contractor s personnel comply with any relevant legislation or regulations relating to the Assignment or the working environment Throughout the term of this Agreement, the Sub-Contractor shall, at its own cost, maintain adequate Professional Indemnity Insurance coverage. In the event that MicroTECH becomes obliged to compensate (by way of liability in damages, etc.) a third party or a customer of microtech in respect of acts, omissions or circumstances attributable to the Sub-Contractor, the Sub-Contractor shall fully indemnify microtech - regardless of whether or not any insurance compensation may be available - for any such compensation paid by microtech. The Sub- Contractor shall ensure that it at all times maintain a sufficient Professional Indemnity Insurance and is insured against accidents, torts and third party liability, all for adequate amounts, with a minimum of one million pounds sterling ( 1,000,000) for each claim. This insurance shall also cover microtech, and microtech Clients, documents in Sub-Contractor s possession and property (tangible or intangible) of microtech, or microtech Clients, or provided by microtech, or microtech s Client, which are in Sub-Contractor s custody. Sub-Contractor shall upon request by microtech be able to present a certificate of insurance. 2.5 The Sub-Contractor shall have the right to supply one or more substitutes of equivalent expertise to work in place of the original personnel with the approval of the Client. The Sub-Contractor acknowledges that the Client has the right, under its contract with microtech, to refuse to accept the substitute personnel if in the reasonable view of the Client, the substitute personnel have insufficient qualifications or expertise to carry out the Assignment. Copyright 2013 microtech Recruitment Group effective 06/09/2013 Page 2 of 8

3 2.6 Where substitution occurs, the other terms and conditions of this Agreement and the Assignment, and in particular (but not limited to) the rate to be paid for the personnel will remain unchanged, unless adjusted in accordance with 9.2 below. For the avoidance of doubt, the Sub-Contractor shall be responsible for the payments and expenses of the substitute personnel. 2.7 In the event that the Sub-Contractor cannot provide either the original personnel or acceptable substitute personnel, microtech is entitled to terminate this Agreement forthwith. 2.8 In the event that the required equipment and material for the assignment (such as computers, software, literature, etc.) are not supplied by the Client or the Client s customer, the Sub-Contractor shall supply such equipment and material. 2.9 In performing the Services, the Sub-Contractor will at all times act as an independent contractor. This Agreement shall not constitute Sub-Contractor an agent or legal representative of microtech for any purpose whatsoever and creates no relationship of employment, principal and agent, Contractor or joint ventures Unless provided with a separate written Power of Attorney from microtech, the Sub-Contractor shall have no authority to contract on behalf of or bind microtech or to create any express or implied obligation for microtech or any other Group Company, and shall not hold it out as having such authority in any way in relation to third parties The Sub-Contractor shall have full responsibility for payment of, and shall pay, all compensation, social security, unemployment, withholding and other taxes and charges for all persons engaged by it in the performance of Services, as and when the same become due and payable, and microtech shall have no obligation to pay or make available any employee benefit to The Sub-Contractor or any person employed by or Associated with Sub- Contractor The Sub-Contractor agrees to indemnify and hold microtech harmless from all costs, charges, expenses and losses resulting from an action (i) by a Consultant or other Sub-Contractor employee against microtech for salary, pension, social security payments, health or any other employee benefits, or (ii) by any governmental authority purporting that any Consultant is to be treated as an employee of microtech, provided, however, that (a) microtech notifies the Sub-Contractor upon receiving notice in writing that such an action has been threatened or instituted; and (b) The Sub-Contractor is entitled to control the defence of any such action As a general rule, the Sub-Contractor s point of contact within microtech organisation shall be the contact person appointed by microtech from time to time. The Sub-Contractor s point of contact with microtech s customer shall be the person(s) indicated in each assignment In each performance of assignments for the customer, the Sub-Contractor undertakes towards microtech to abide in all aspects to the contract terms agreed between microtech and the Customer, where there is a change to the Standard microtech Client Agreement. A copy will be provided of the change of clauses which affect the Sub- Contractor as an addendum to this Contract The Sub-Contractor undertakes not to transfer any of the Sub-Contractor s personnel assigned to an on-going assignment hereunder to other assignments, or otherwise exchange personnel involved in an assignment, without microtech s prior written consent, unless such exchange of personnel is due to a staff member being prevented from completing the assignment due to death or serious illness. In the event such transfer or exchange of personnel is done by Sub-Contractor without consent from microtech, the Parties agree that such transfer/exchange shall be considered as a material breach of this Agreement and shall entitle microtech to (i) liquidated damages of 10,000 per occurrence and (ii) terminate this Agreement with immediate effect. Notwithstanding the above liquidated damages, microtech shall always be entitled to sue for damages for an amount corresponding to the actual damage suffered by microtech due to the transfer/exchange of personnel. 3. Payments In consideration of the services, microtech will pay to the Sub-Contractor as a debt due on the Payment Date upon receipt of any VAT/Tax invoice by MicroTECH. 3.2 The Sub-Contractor shall indemnify and keep indemnified microtech against any assessment and demand whatsoever as to taxation including but without limitation Income Tax, National Insurance Contributions, penalties, interest costs and all other statutory impositions whatsoever in respect of any payment under this Contract to the Sub-Contractor. Copyright 2013 microtech Recruitment Group effective 06/09/2013 Page 3 of 8

4 3.3 No payment shall be made in respect of Time Sheets which are not countersigned by or on behalf of the Client or which is not accompanied by a VAT and/or Tax invoice where required, microtech reserves the right to withhold payment of any sum exceeding the maximum value of the Client contract. 3.4 The Sub-Contractor shall submit weekly time sheets agreed by the Client to microtech to provide a record of the work done by the Sub-Contractor s personnel and shall invoice microtech for the Agreed Sum. 3.5 Upon request the Sub-Contractor shall advise microtech of a bank account acceptable to microtech and in the currency required by the Contract into which microtech will make direct payment of all sums due hereunder. Under no circumstances will microtech make any payments directly to the Sub-Contractor's personnel. Any foreign currency payment costs will be paid by the Sub-Contractor. 3.6 Contracts may be based on a Pay-on-Paid basis whereby payment will be made on receiving cleared funds from our Client and will be stated on the Contract. Where payment is not on a Pay-on-Paid basis, payment will be made 14 days after receipt of Sub-Contractor s Invoice. 3.7 Where we introduce a Sub-Contractor to a Payroll or Management Services Company, this will be confirmed in writing and we will advise the Sub-Contractor of the charges to be made by that Company. 3.8 The assignment shall be performed on site at customer premises. No compensation will be made for costs or time for travel to or from customer premises, costs for accommodation or daily allowance unless stated in the Expenses item in the Assignment Report. 3.9 The Resource will not be entitled to any pension, bonus or other fringe benefits or insurance coverage from microtech The Compensation shall under no circumstances exceed the Compensation microtech receives from its customer for the services in question Notwithstanding anything to the contrary, microtech reserves the right to withhold or deduct from Sub- Contractor s invoices any amounts that correspond to the demonstrated cost or loss caused by negligence of Sub- Contractor, or a failure, non-existence or other substantial defect in the Services the Sub-Contractor has provided Invoices or additions to invoices received by microtech no later than 15 days after the terms specified may not be remunerated if the Client fails to accept them. 4. Confidentiality & Warrantees 4.1 For the purpose of this Agreement, Results means (i) all prototypes, drawings, descriptions, models, tables, photographs, videos, discs, source codes, object codes and other deliverables, reports and other documentation, material and information (whether in writing or stored on any other form of media), and (ii) all Intellectual Property Rights; which is developed, acquired, produced or otherwise originates as a result of or in connection with the performance of the services by thereunder. Intellectual Property Rights means any and all intellectual property rights including but not limited to, copyrights, trademarks, trade name rights, trade secret rights, know-how, source codes, patents, designs, utility models, and all improvements and amendments thereof 4.2 The Sub-Contractor hereby warrants that neither the Sub-Contractor nor the Sub-Contractor's personnel has committed any criminal offence or any other act which would render either the Sub-Contractor or the Sub-Contractor's personnel unfit to provide the Services and that the Sub-Contractor's personnel have duly passed the examinations or any qualification thereby claimed and that the Sub-Contractor's personnel is not subject to any order for bankruptcy or the attachment of earnings and has not made any composition or arrangement with the creditors thereof and that there is no unsatisfied summons, writ, pending action or prosecution against the Sub-Contractor or the Sub-Contractor's personnel in respect of any matter as aforesaid and that the Sub-Contractor will not be in breach of any obligation whatsoever as a result of entering into this Contract. 4.3 The Sub-Contractor warrants that all and any information regarding the Sub-Contractor s expertise, experience and qualification provided to microtech is complete and accurate and up to date. 4.4 MicroTECH warrants to the Sub-Contractor that any agreement between microtech and the Client reflects the terms of this Agreement and the Assignment in all material respects. 4.5 The Sub-Contractor warrants that it will, when utilising any of its own equipment or intellectual property in carrying out the engagement, ensure that any security requirements reasonably required by the Client are complied with. 4.6 The Sub-Contractor warrants that any intellectual property rights of whatever nature and whether registered or not, which may be created by the Sub-Contractor in the course of performing the Assignment, will be transferred from the Sub-Contractor to the Client. 4.7 In the event of breach by the Sub-Contractor, or any of the Sub-Contractor s employees or consultants, of the confidentiality undertakings in this Section, the Sub-Contractor shall pay to microtech liquidated damages in an Copyright 2013 microtech Recruitment Group effective 06/09/2013 Page 4 of 8

5 amount of 10,000 for each breach, or in case of an on-going breach, for each week during which a breach continues. Notwithstanding the above liquidated damages, microtech shall always be entitled to sue for damages for an amount corresponding to the actual damage suffered by microtech. 4.8 The Sub-Contractor is aware that microtech may have agreements with its Clients or Customers to the effect that materials, results and other rights under this Section shall be the property of microtech s Customer. The Sub- Contractor acknowledges that breach of any of the provisions of this Agreement might therefore also entail an infringement of the rights pertaining to microtech s Clients or Customers. 5. Delivery of Records 5.1 The Sub-Contractor shall deliver up and as the case may be assign promptly whenever required by and in any event upon the termination of this Contract to microtech all correspondence, schedules, lists, plans, drawings, designs, programmes, information, other documents, papers and records whether held on paper, computer or without limitation in any other manner which have been prepared by the Sub-Contractor or have come directly or indirectly into the possession thereof in the course of the engagement hereunder and the Sub-Contractor admits that the same belonging to microtech and the Sub-Contractor shall not keep or permit or procure any other person to keep the same or any copies thereof. 5.2 Both parties will take all reasonable steps to ensure that any documents or other materials and data or other information which are supplied to the other party under this Agreement and are clearly marked as confidential remain confidential to the parties. Such information will only be made available by the parties to those of their personnel who have a reasonable need to know of it and the documents or other materials and data or other information or copies thereof will not be made available to any third parties except for professional advisers in confidence or if required by law. 5.3 This obligation of confidentiality will remain in force beyond the cessation or other termination of this Agreement. 5.4 This clause shall not apply to any documents or other materials and data or other information which are already in the public domain at the time when they are provided by either party, and shall cease to apply where either party is required by law to make a disclosure or if at any time the information becomes public knowledge through no fault of the other party. 5.5 Both parties undertake that any information which is received from the other party under this Agreement will only be used for the purposes of this Agreement. 6. Termination 6.1 This Agreement may be terminated by either party with written notice as specified in the Assignment document. During the initial first month of the term, this agreement can be terminated by microtech on one (1) days written notice if the Client terminates as the Client or Customer interview has been performed over the Telephone, Skype or equivalent. 6.2 The engagement of the Sub-Contractor under this Contract shall be terminated forthwith by notice in writing by microtech where: i) The Sub-Contractor has acted (or failed to act) in such a way as materially to prejudice the business of microtech or its Clients; or ii) The Client has displayed to the reasonable satisfaction of microtech that the services of the Sub-Contractor are unsatisfactory for reasons of technical incompetence; or iii) The Sub-Contractor has failed to comply with any lawful instruction of microtech or the Client; or iv) The Sub-Contractor has breached any of the obligations set out in these conditions; or v) The Client terminates the Client contract for any other reason 6.3 Where the services of the Sub-Contractor are dispensed with by the Client or the Contract is terminated by microtech, microtech shall be required to pay to the Sub-Contractor in respect of sums due to the Sub-Contractor under the terms of the Contract only such amounts as microtech is able to recover from the Client. 6.4 microtech will use its best endeavours to recover from the Client all sums due under the Client contract in respect of hours worked by the Sub-Contractor up to the date of termination. 6.5 microtech reserves the right to withhold payment of any sum due to the Sub-Contractor whilst a complaint or dispute over any work undertaken by the Sub-Contractor is in progress whether involving Court proceedings or otherwise. Copyright 2013 microtech Recruitment Group effective 06/09/2013 Page 5 of 8

6 6.6 If the Sub-Contractor shall become bankrupt or compounds with its creditors or (being a limited company) commences to be wound up (other than for the purposes of internal reorganisation) or has a Receiver, Manager, Administrator appointed microtech shall without prejudice to any other rights and remedies available to it be entitled by notice in writing forthwith to terminate the Contract. 6.7 This Agreement shall commence from the date hereof and shall remain in force until terminated. The terms of this Agreement shall apply whenever the Sub-Contractor agrees a Assignment with microtech. 6.8 MicroTECH may, at any time before the Sub-Contractor is put forward to an Client, withdraw a Assignment from the Sub-Contractor forthwith. 6.9 Either party shall be entitled to terminate this Agreement forthwith by giving 7 days written notice to the other in the event that: a) either party is in breach of this Agreement and fails to remedy such breach (if capable of remedy) within 7 days of receiving written notice from the other party to do so; b) the other party goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or members or has a receiver or administrator appointed MicroTECH may terminate any Assignment or the Agreement forthwith if in its opinion it is no longer appropriate for the Assignment to continue in force The Sub-Contractor performs assignments on behalf of several different principals other than microtech. However, microtech s written consent shall be required prior to the Sub-Contractor s acceptance of any assignments on behalf of existing or potential customers that the Sub-Contractor obtains knowledge of as a result of its assignments or potential assignments on behalf of microtech within the scope of this Agreement. Without such consent, the Sub-Contractor may not accept the competing assignment (or accept employment with such customer or otherwise in any way carry out the work in question) during the term of this Agreement or during a period of twelve (12) months after the termination or expiration of this Agreement Furthermore, the Sub-Contractor shall not during the period of an assignment hereunder and six (6) months thereafter assign any Sub-Contractor personnel engaged in the assignment to any identical or equivalent projects for companies in direct competition with the customer, as the case may be, if nothing else stated in the Agreement The Sub-Contractor s undertakings under this Section shall also apply to the Sub-Contractor s employees and consultants. The Sub-Contractor shall ensure that its employees and consultants sign separate non-competition undertakings on the same terms and conditions as documented in this Agreement In the event of breach by the Sub-Contractor, or any of the Sub-Contractor s employees or consultants, of the undertakings in this Section, the Sub-Contractor shall pay to microtech liquidated damages in an amount of 10,000 for each breach, or in case of an on-going breach, for each week during which a breach continues. Notwithstanding the above liquidated damages, microtech shall always be entitled to sue for damages for an amount corresponding to the actual damage suffered by microtech. 7. Indemnities 7.1 The Sub-Contractor shall indemnify microtech against costs, claims, demands or other liabilities arising out of the Sub-Contractor s performance under this Contract and/or the Client contract or any other claim made by an Client as a result of the Sub-Contractor s acts or defaults. 7.2 The Sub-Contractor hereby acknowledges that it has been drawn to its attention that any breach of this Contract by the Sub-Contractor may lead to microtech losing the business of one or more of its Clients and to a consequential future loss of profit. 7.3 If the Sub-Contractor is a Temporary Employee of microtech, microtech will pay the Sub-Contractor regardless if the Client pays microtech. 8. Client contracts 8.1 The Sub-Contractor shall not be entitled to assign or subcontract any of its obligations under the Contract or Client contract. The Sub-Contractor if acceptable to both the Client and microtech may replace Sub-Contractor's personnel. 9. Variation 9.1 microtech reserves the right to vary these terms and conditions of the Contract by notice in writing and any such notice shall take effect ten working days after the date upon which notice was given. Copyright 2013 microtech Recruitment Group effective 06/09/2013 Page 6 of 8

7 9.2 The terms of this Agreement or of any Assignment provided under this Agreement (other than as set out below) may only be varied where the variation is recorded and agreed in writing by both parties. 9.3 For the avoidance of doubt, the Sub-Contractor may change the personnel carrying out the Services in accordance with 2.6 above. 10. Certificates and VAT 10.1 Where the Sub-Contractor is a limited company it shall furnish a certified copy of its Certificate of Incorporation and Memorandum and Articles of Association if microtech shall request it so to do Where the Sub-Contractor is registered for VAT it shall produce evidence of its registration if it is requested to do so by microtech. 11. Acknowledgements 11.1 The Sub-Contractor acknowledges that it holds itself out as being able to supply consultants with the appropriate qualifications, skills and experience for the Assignment and in reliance upon this representation by the Sub-Contractor microtech has contracted or will contract with the Client to provide the consultants of the Sub-Contractor for the Assignment 12. Notices 12.1 Any notice to be given hereunder may be delivered or sent by first class recorded delivery post or facsimile or telex to the party to be served at the party s address appearing in the Contract or at such other address in the United Kingdom as that party shall notify. Any such notice shall be deemed to have been served:- a) if delivered, at the time of delivery or b) if posted, in the ordinary course of such post; or c) if sent by facsimile or telex, at the time of receipt unless received after 5 p.m. on any day when it shall be deemed to have been served on the next following business day. In proving such service it shall be sufficient to prove that delivery was made or that the envelope containing such notice or document was properly addressed and posted as prepaid first class recorded delivery letter or that the facsimile or telex was properly addressed and dispatched as the case may be. 13 MicroTECH s Obligations 13.1 MicroTECH will ensure that the Assignment includes the following detail as a minimum: the Services which the Sub-Contractor s personnel will perform; the number of Sub-Contractor s personnel required; the minimum qualifications and experience required of each of the Sub-Contractor s personnel; the rate to be paid by microtech for each of the Sub-Contractor s personnel; the required commencement date; the expected duration of the Services; where the Services might be performed The Sub-Contractor shall retain responsibility for the Sub-Contractor s personnel. In particular, microtech acknowledges, and shall require that the Client acknowledges, that the Sub-Contractor s personnel are professionals who will use their own initiative as to the manner in which the Services are delivered and will not be subject to, or to the right of, supervision, direction or control as to the manner in which they render those Services. 14 MicroTECH s Role 14.1 MicroTECH is responsible for meeting the Sub-Contractor s own invoices promptly In the event that the Client reports its dissatisfaction with the Sub-Contractor to microtech, microtech shall report this forthwith and may require the Sub-Contractor to take whatever reasonable steps are necessary to remedy the situation. If the situation is not capable of remedy, microtech may terminate the Sub-Contractor s agreement forthwith. 15 MicroTECH s Agreement with the Client 15.1 MicroTECH shall conclude an agreement with each Client which reflects the relevant terms of this Agreement. In particular, microtech s agreement with the Client shall include (without limitation): details of the Assignment agreed with the Sub-Contractor; a confidentiality clause in the form of Clause 4 above; a substitution clause in the form of Clause 2.6 above; Copyright 2013 microtech Recruitment Group effective 06/09/2013 Page 7 of 8

8 a Conflict of Interest clause acknowledging that the Sub-Contractor may be engaged by a third party during the currency of the Assignment. 16. General 16.1 The headings are for ease of reference only and the same shall not affect the meaning or construction of any part or parts hereof The relationship between the parties is one between independent businesses acting at arms length, and nothing contained in this Agreement shall be construed as constituting or establishing any partnership or joint venture or relationship of employer and employee between the parties or their personnel MicroTECH shall not be liable to the Sub-Contractor or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of microtech s obligations under this Agreement, if the delay or failure was due to any cause beyond microtech s reasonable control The terms of this Agreement represent the entire agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise Both parties agree that the terms of this Agreement are fair and reasonable in all the circumstances The terms of this contract shall be governed by English law and the parties hereto agree to submit to the nonexclusive jurisdiction of the English Courts microtech will endeavour not to disclose information relating to a Sub-Contractor, without the prior consent of that Sub-Contractor, except: a. For the purpose of providing work finding services to that Sub-Contractor; b. For the purposes of any legal proceedings (including arbitration); or c. In the case of a Sub-Contractor, who is a member of a professional body, to the professional body of which he is a member. 17. Management Companies 17.1 The Sub-Contractor will ensure that they are fully aware of all costs involved in using any Management Company prior to starting the Contract. They must get written confirmation of these costs and be satisfied that these costs are born by the Sub-Contractor. microtech will not recommend any one Company but may suggest a selection of Companies on their web site. 18. Contract 18.1 The Contract shall be deemed to have been made in England and shall be governed and construed according to English Law In the event of a dispute or difference arising from these Conditions or the interpretation thereof such dispute or difference shall be referred to arbitration by a single arbitrator mutually agreed between the parties, or failing such agreement, by an arbitrator nominated by the President of the Institute of Arbitrators. Any such arbitration shall be conducted in accordance with the Arbitration Act 1950 as amended microtech will have with immediate notice the right to change the Contract terms if any required legal requirements are necessary No variation of these Terms may be made without the written agreement of a director of microtech. These Terms replace and cancels all previous agreements unless a variation letter overrides any clauses. Copyright 2013 microtech Recruitment Group effective 06/09/2013 Page 8 of 8