By and between
A consulting agreement (the "Agreement") has on Date: 2023-01-31 been entered into, on the following terms and conditions:
DEFINITIONS AND RELATIONSHIP
The “Company” is regarded as the counterpart of the “Contractor”, to whom the Contractor is providing "Consulting Services".
The “Contractor” provides "Consulting Services" to the Company.
An individual employed by the Contractor of appropriate qualification, skills and experience and who is made available to the Company to perform the Consulting Services.
The list of consultants assigned to this agreement are listed in Exhibit 2 - “List of consultants”.
The work undertaken by the Contractor pursuant to this Agreement. The Consulting Services are defined in Exhibit 1 - “Scope, duration and fees”.
Data and information, patents, copyrights, trade secrets and inventions that are developed prior to the effective date of this Agreement or the effective date of each particular Exhibit.
The Consultant is obliged, both during and after the termination of this Agreement, to maintain full confidentiality regarding all information of competitive significance as well as other persons' personal information, that the Consultant may become familiar with in the course of his/her work duties. Examples of confidential information include, but are not limited to, business or company secrets, know-how, technical solutions, financial information, customer lists, personal information etc.
The Consultant is obliged to exercise the greatest care with all of the Company’s documents, such as plans, drawings, calculations, descriptions, contracts and correspondence.
PREMISES AND WORKING HOURS
The total duration of this Agreement is defined in Exhibit 1. In the event that such services are further defined, expanded or modified by the Company, an amendment to the applicable Exhibit or an additional Exhibit shall be agreed between the parties.
The Consultant’s primary place of work is specified in the relevant Exhibit. Without any charge to the Contractor, the Company shall ensure that the Consultant gets access to all necessary documentation relevant for carrying out the Consulting Services.
In consideration for the performance of the Consulting Services, the Company shall pay to the Contractor the fees as specified in the Exhibits.
- The Contractor will issue an invoice to the Company with the regularity defined in the Exhibits.
- The invoice shall include a specified timesheet for the work concluded in the related period.
- Payment of the fees shall be made by the Company within the number of days defined in the Exhibits.
- All payments shall be made in the currency identified by the Exhibits by electronic transfer to Contractor as instructed in detail in the Exhibits.
PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY RIGHTS
All assets and rights belonging to the Company must be returned upon expiration of this Agreement, unless otherwise agreed in writing.
Every technical or commercial solution which is developed, discovered, invented (whether patentable or non-patentable), all related know-how or any other form of intellectual work or other intellectual rights that the Consultant helps to obtain during its period of contractual employment by the Company and that can be related to and/or possibly used in the Company's business operations shall automatically and fully be transferred to the Company. The Consultant must immediately pass on information as stated above in the form of a summary of all relevant information.
For the duration of this Agreement and for a period of one year after its expiry, the Company has the right to demand that every patentable or non-patentable invention, that the Consultant may create when carrying out the Consulting Services for the Company, is notified by the Consultant to the Company in writing without undue delay. The notification of such inventions must include descriptions of what they consist of.
The Company shall have the complete and unlimited rights to all intellectual work or other copyrighted material stated in the above sections. This also applies to all written and visual material produced by the Consultant as a result of the Consulting Services. Such material must be transferred to the Company upon the expiration of this Agreement.
The Prior Information, which is owned by the Contractor shall remain the property of the Contractor even though the Prior Information is used to carry out the Consulting Services. The Company shall have the rights to use the Prior Information for their internal usage. If the Contractor, in order to be able to execute the whole or any part of the Consulting Services, requires special Contractor’s IP right in the design, where the Company shall cover the cost of purchase or the use under license of such Contractor’s IP rights, the Company shall approve in writing any such acquisitions.
The Contractor shall be indemnified against any direct or indirect losses which the Company or the Company's partners, customers and suppliers may suffer as a result of faults or defects in the work and deliveries undertaken by the Consultant under this agreement. This limitation of liability applies provided that the Consultant has not exercised gross negligence or acted unlawfully.
- Without prejudice to any other rights or remedies at law, both parties shall have the right to terminate this Agreement forthwith by notice in writing in the event that the other party should commit any breach of the terms of this Agreement or if the other party should enter into any Liquidation Receivership or Bankruptcy or make any arrangement with Creditors compounding debts or otherwise become insolvent.
- Without affecting or removing Contractor 's right pursuant to Paragraph 7.1) above, in any case where Contractor has the right to terminate this Agreement. Contractor shall also have the right to suspend or withhold the services of the Consultant hereunder until such time as the breach in question shall be rectified.
- If in the opinion of the Company, if the Contractor is unable to act on the Consulting Services, the Company shall have the right without prejudice, to terminate this agreement with immediate notice. The Contractor shall have the right to terminate this Agreement by giving 6 months notice.
Neither party shall be responsible for any failure to perform or delay in performing any of the provisions of this Agreement where such failure or delay arises due to causes outside the reasonable control of the party required to perform such provisions.
- For the duration of this Agreement and for a period of one year after its expiry or earlier termination, the Contractor and the Consultant are prohibited from directly or indirectly influencing any of the Company's customers or suppliers to restrict or end their commercial relationship with the Company. In the same way Contractor and the Consultant are prohibited from directly or indirectly soliciting any of the Company's staff to leave the Company.
- The Consultant is retained under contract to Contractor and shall not by virtue of this Agreement become the Employee of the Company. The Consultant shall however perform the services under the sole control and direction of the Company.
The terms of employment are regulated by Norwegian law.
Attempts must be made to resolve all disputes in connection with the termination of the Agreement through negotiations. If these are not successful, each party can bring the dispute before the judiciary with Bærum Court as the legal venue.
SIGNATURES OF THE PARTIES
This Agreement shall be executed in duplicate each Party having a signed copy which shall be deemed to be an original.
Exhibit 1: Scope, duration and fees
This Exhibit describes details about the Consulting Service in this agreement.
Description of Work:
[Example] The consultant will be a part of the Cloud development team. The Consultant will report to the Cloud Team Manager and will be responsible for developing, testing and supporting the cloud infrastructure.
Start Date: 1. January 2020
End Date: 31. December 2021
Expected workload: 8 hours per week + additional work as from time to time mutually agreed.
[Option 1 - Location at the Company’s office]
The Consultant's primary place of work shall be the Company's main offices at [address]. The Company will provide necessary work space and equipment to the Consultant.
[Option 2 - Flexible location]
The consultant is free to carry out his work outside the Company’s premises.
The Consultant will normally carry out work for the Company from the Consultant’s or Contractor’s own premises and use his/her/their own PC equipment.
It may be required that the Consultant, for shorter periods, must work at the Company’s premises. If so, the Company will cover travel expenses (train/flight tickets etc.) and hotel expenses (accommodation) for the consultant provided that this is achieved in the most reasonable possible manner for the Company. The expected time the Consultant must spend at the Company’s premises is defined in this Exhibit. Significant changes to the required time spent at the Company’s premises shall be agreed in writing.
Assigned consultants for this scope of work:
Steve Jobs, Lead developer, Email: [email protected], Cell: 0001 00000000
Hourly rate and fees:
- Lead developer: xxxx,- NOK/hour
- Senior developer: xxxx,- NOK/hour
- Developer: xxxx,- NOK/hour
Invoice intervall: Monthly
Exhibit 2: List of consultants
Role in project