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the Work Statement, the Contractor shall bear all
of its own expenses arising from its performance of its
obligations under this Agreement, including (without
limitation) expenses for facilities, work spaces, utilities,
management, clerical and reproduction services, supplies, and
the like. 3.2 Time and
MaterialsWith respect to Deliverables, hosting services and
other services for which the parties determine that payment on
a fixed price basis is not appropriate, the Work Statement may
provide for payment on the basis of time and materials, (for
any changes required to the web site, over and above the
standard free hour per month) determined according to the
published hourly rates set out on the Contractor's web site at
www.oldtowntrading.co.uk. Any
increases in the published hourly rates will be subject
to agreement and notified 30 days in advance.
4. Term and
Termination4.1 TermThis
Agreement will remain in effect through the period of time
during which the parties agree that the Contractor will host
the Web Site, as described in the Work Statement. Duration and
Termination 4.2 Either
party shall have the right, exercisable by giving not less than
one months’ written notice to the other at any time prior to
the expiry of the period specified in Clause 4.1.
including any agreed extension in
time.4.3 Either party may
terminate this Agreement after the Website has been developed
and commissioned by giving to the other not less than one
months written notice..4.4
Either party may forthwith terminate this Agreement by giving
written notice to the other party if:-4.4.1
any sum owing to that party by that other party under any of
the provisions of this Agreement is not paid within 30 days of
the due date for payment;4.4.2 that other
party commits any other breach of any of the provisions of this
Agreement and, if the breach is capable of remedy, fails to
remedy it within 30 days after being given written notice
giving full particulars of the breach and requiring it to be
remedied;4.4.3 an encumbrancer takes
possession, or (where that other party is a company) a receiver
is appointed, of any of the property or assets of that other
party;4.4.4 that other party makes any
voluntary arrangement with his or its creditors or (being a
company) becomes subject to an administration order (within the
meaning of the Insolvency Act 1986);4.4.5
that other party (being an individual or firm) has a bankruptcy
order made against him or it or (being a company) goes into
liquidation (except for the purposes of amalgamation or
re-construction and in such a manner that the company resulting
therefrom effectively agrees to be bound by or assume the
obligations imposed on that other party under this
Agreement);4.4.6 anything analogous to any of
the foregoing under the law of any jurisdiction occurs in
relation to that other party;4.4.7 that other
party ceases, or threatens to cease, to carry on business;
or4.4.8 control of that other party is
acquired by any person or Connected Persons not having control
of that other party on the date of this
Agreement.4.5 For the
purposes of Clause 4.4.2, a breach shall be considered capable
of remedy if the party in breach can comply with the provision
in question in all respects other than as to the time of
performance (provided that the time of performance is not of
the essence).4.6 The rights
to terminate this Agreement given by this Clause 4 shall not
prejudice any other right to remedy of either party in respect
of the breach concerned (if any) or any other
breach.5.
Effects of
Termination
Upon the termination of this Agreement for any
reason:-5.1 any sum owing
by the Company to the Contractor under any of the provisions of
this Agreement shall be immediately payable and the Company
will pay the Contractor for all unpaid invoices and
uncompensated staff time and expenses up to the date of
termination; provided, however, that if the Deliverables and/or
hosting services are being performed on a fixed price billing
basis, all staff time and expenses shall be paid as if on a
time and material billing
basis;5.2 each party shall
forthwith cease to use, either directly or indirectly, any
Confidential Information, and shall forthwith return to the
other party any documents in its possession or control which
contain or record any Confidential
Information;5.3 any
provision of this Agreement which is expressed to continue in
force after termination shall continue in full force and
effect; and5.4 subject as
provided in this Clause 5, and except in respect of any accrued
rights, neither party shall be under any further obligation to
the other.6.
The Company's
Responsibilities6.1 The
Company shall (i) obtain the domain name ( with assistance from
the contractor) , (ii) furnish information requested by the
Contractor, (iii) provide adequate access to personnel of the
Company, and (iv) maintain the accessibility and
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