PROFESSIONAL SERVICES AGREEMENT

PROFESSIONAL SERVICES AGREEMENTS (“Agreement”) are made as of Date signed below, (“Effective Date”) by and between:

MorganAlley LIMITED, of 31 Hambro Road, London SW16 6JD (“MorganAlley”); and yourself (“Client”).

WHEREAS the Client has agreed to engage MorganAlley to provide to it certain professional services,

NOW IT IS HEREBY AGREED AS FOLLOWS:-

1 DEFINITIONS

In this Agreement, unless the context otherwise requires:

“Commencement Date” shall mean the date of commencement of the provision of the Services as set out in the Schedule hereto.

“Fee” shall mean the fee set out in the Schedule for the number of days of time purchased by the Client for the provision of the Services, payable in accordance with Section 5.

“Services” shall mean the professional services to be provided by MorganAlley pursuant to this Agreement as set out in the Schedule hereto.

2 SERVICES

The Client hereby engages MorganAlley to provide to the Client the Services and MorganAlley hereby agrees to provide the Services upon the terms and conditions hereinafter mentioned.

3 PROVISION OF THE SERVICES

3.1 In carrying out the Services, MorganAlley will:-

3.1.1 keep the Client informed of its activities;

3.1.2 have due regard to the proper and reasonable requirements of the Client notified to MorganAlley;

3.1.3 perform the Services faithfully and diligently and at all times with reasonable skill and care;

4 GENERAL DUTIES OF THE CLIENT

The Client hereby agrees to:
4.1 Co-operate with MorganAlley to enable MorganAlley to perform the Services and to respond promptly to requests properly made by MorganAlley for approvals, instructions, information or assistance.

4.2 Have due regard to the advice of MorganAlley.

4.3 Make available to MorganAlley such office and technical services as may be necessary for its work under this Agreement.

4.4 Ensure that its employees co-operate fully with MorganAlley in relation to the provision of Services and provide to MorganAlley such information and documents as MorganAlley may reasonably require to perform the Services.

5 FEE

5.1 In consideration of the provision of the Services, the Client shall pay to MorganAlley the Fee plus any VAT or other sales taxes thereon payable in accordance with the Schedule hereto.

5.2 The Fee does not include any charge for any materials which may be required during the course of the provision of the Services and any other disbursements or expenses which may be incurred in providing the Services which amounts shall be payable by the Client upon demand.

5.3 The Client shall pay MorganAlley the non-refundable fees for the Services as set forth in each invoice issued within 30 (thirty) days from the date of such invoice unless otherwise stated in the Schedule. Past due amounts owed by the Client shall bear interest at a rate of 1.5% (one and a half percent) per month or the maximum allowed under applicable law, whichever is the greater. Client shall reimburse MorganAlley for all reasonable costs incurred in the collection of past due amounts owed by Client. Any credit terms are conditional on prompt payment. Client shall reimburse MorganAlley for all taxes and duties, including but not limited to any local sales taxes.

6 TERMINATION

6.1 This Agreement shall continue (unless terminated in accordance with the following provisions) until the Services specified in the Schedule hereto have been performed by MorganAlley.

6.2 This Agreement shall terminate immediately in the event of a material breach by the Client of any of the provisions herein not rectified within 14 days of written notice from MorganAlley requesting such rectification.

6.3 In the event of termination of this Agreement for any reason whatsoever, all property in the possession of either party and belonging to the other shall forthwith be returned and any sum due and owing to MorganAlley pursuant to this Agreement shall remain a debt due and shall be deemed to be a continuing debt until full payment thereof has been made by the Client to MorganAlley.

7 WARRANTY

7.1 MorganAlley warrants that the Services shall be provided at all times with reasonable skill and care.

7.2 Client’s sole and exclusive remedy for breach of the above warranty shall be, at MorganAlley’s option, the re-performance of the Services.
7.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION AND NOTWITHSTANDING ANY OTHER TERMS IN THIS AGREEMENT, MorganAlley MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SERVICES TO BE SUPPLIED BY MorganAlley, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CUSTOMER ACKNOWLEDGES THAT MorganAlley HAS MADE NO REPRESENTATIONS REGARDING WARRANTY OR PERFORMANCE OR CAPABILITY OTHER THAN AS EXPRESSLY STATED IN THIS SECTION.

8 INTELLECTUAL PROPERTY RIGHTS

Client is responsible for the provision of all content provided to MorganAlley for the Services and hereby warrants that it owns or has acquired any rights in such content necessary for the provision of the Services. MorganAlley shall have no liability to Client and Client shall indemnify MorganAlley for any claim by a third party alleging infringement or misappropriation based upon any use of such content.

9 LIMITATION OF LIABILITY

IN NO EVENT SHALL MorganAlley BE LIABLE FOR ANY LOSS OF PROFITS, USE, BUSINESS, DATA OR INFORMATION, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF ANTICIPATED SAVINGS OR LOST DATA, EVEN IF MorganAlley HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY AND ALL CLAIMS BY ANY THIRD PARTIES. THE AGGREGATE LIABILITY OF MorganAlley HEREUNDER WHETHER IN CONTRACT OR IN TORT SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT. This limitation shall not apply to liability in respect of death or personal injury caused by MorganAlley’s negligence OR ANY LIABILITY THAT BY LAW CANNOT BE RESTRICTED.

10 CONFIDENTIALITY

The parties hereto shall keep confidential the trade and business secrets of the other and all information designated and notified to one by the other as confidential whether or not obtained under or in connection with this Agreement. Neither party shall have any such obligation with respect to information which is already in its lawful possession, is independently developed, is lawfully obtained from a third party with no restriction on disclosure or is or becomes publicly known through no wrongful act of such party.

11 GOVERNING LAW

This Agreement shall be governed by and construed under the laws of England and Wales. Notwithstanding the foregoing in the event of a dispute arising between the parties to this Agreement it is hereby agreed that the parties will seek in good faith to resolve any such dispute by negotiation without recourse to court proceedings. In the event of a dispute either party may serve written notice on the other party proposing that the parties seek to resolve the dispute by negotiation. Within 3 (three) days after service of the notice one or more representatives from each party (at a senior director level) shall meet in good faith to attempt to resolve the dispute. If the dispute is not resolved within 7 (seven) days of the notice then either party may upon written notice to the other refer the dispute for final determination under the rules of the London Court of International Arbitration. All proceedings shall take place in London in English. Nothing in this Agreement shall be deemed to limit a party’s right to seek interim injunctive relief or to enforce an arbitration award in any court of competent jurisdiction. The prevailing party in any lawsuit or action brought by the parties hereto shall be entitled to reasonable lawyers’ fees, expert witness fees and costs of suit, as well as all such fees associated with enforcing any judgement.

12 FORCE MAJEURE

Neither party shall be liable to the other in respect of any loss or damage sustained or incurred as a result of any total or partial failure of performance by it of its duties and obligations under this Agreement occasioned by any reason beyond the control of either party.

13 MISCELLANEOUS

13.1 This Agreement represents the entire agreement between the parties and this Agreement may be modified only by written agreement signed by authorised officers of both parties. Any term or condition in any purchase order, confirmation or other document furnished by either party or in any oral communication from either party before or after the Commencement Date which is in any way inconsistent with or in addition to the terms and conditions set forth in this Agreement is hereby expressly rejected and shall be of no force or effect, regardless of performance by the party receiving such order, confirmation or document after such receipt, except to the extent that the parties modify this Agreement in accordance with this Section.

13.2 No failure or delay on the part of either party hereto to exercise any right or remedy under this Agreement shall be construed or operated as a waiver thereof.

13.3 If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms.
13.4 All notices shall be in writing and delivered by hand or sent by certified or registered mail, return receipt requested, or reputable overnight courier service to the above address of the other party or as otherwise notified and shall be deemed received on the earlier of actual receipt or 3 (three) days after deposit in the mail.

As agreed and signed by authorised representatives of both parties in duplicate:

On behalf of MorganAlley Limited

On behalf of Client

Signatures:

SCHEDULE

Commencement Date

Fee

Services