Framework Agreement For Provision Of Services
Below is a typical 'Framework Agreement' as used by ATM in conjunction with our Support Services. However this framework may vary according to the exact nature of your contract with ATM and, as with all of ATM's services, will be designed to meet your needs whilst making the contract acceptable to both parties.
This agreement is made by and between ATM Ltd (ATM Technology Management) a company incorporated in England with its registered office at 2 Manor Way, Old Woking, Surrey GU22 9JX (hereinafter referred to as ATM) AND………………………………………….(hereinafter referred to as the Customer)
WHEREAS ATM provides a number of services including but not limited to maintenance of computer and communications equipment, refurbishment of computer and communications equipment, software support, disaster recovery, technical consultancy and distributed facilities management, AND WHEREAS the Customer wishes to receive some or all of those services from ATM, The Parties agree as follows:
1 AGREEMENT
This Agreement shall consist of this Framework Agreement and any addenda signed by the parties and annexed from time to time to this Framework Agreement, which addenda shall form part of this Agreement.
2 PERIOD OF AGREEMENT.
The provision of the services pursuant to the Addenda shall commence on the start date shown in that Addenda, and will continue until the end date shown in that Addenda, unless terminated earlier under the provisions of this Agreement or that Addenda. If all the Addenda have expired or are terminated this Framework Agreement shall automatically terminate.
3 CHARGES AND PAYMENTS
i) The Customer shall pay the charges for the services as set out in the Addenda.
ii) ATM will invoice the Customer in accordance with the Addenda. The Customer will pay all amounts due, plus the applicable Value Added Tax, within 30 days of invoice; except in the event of any disputed items, in which case the undisputed amount will be paid by the Customer within the 30 days and the disputed amount will be paid as and when agreed. Neither party to this Agreement will unreasonably delay or prevent resolution of disputed items.
iii) In the event that the Customer delays payment to ATM of any amount due beyond the date called for in 3 ii) of this Agreement, the Customer accepts that ATM understands and will exercise its statutory rights to claim interest and compensation for debt recovery costs under late payment legislation
iv) If any sum payable under this Agreement, not the subject of a valid dispute, is not paid within 7 days after the due date then (without prejudice to ATM's other rights and remedies) ATM may at its discretion refuse to provide any further services until the late payment is received.
v) ATM shall be entitled to vary the charge(s) relating to any Addenda after the initial period specified in the Addenda and thereafter from time to time. ATM shall give not less than four months notice in writing of any such variation in charges. If the Customer does not accept such variation the customer may terminate that Addenda by giving not less than three months notice in writing.
vi) If the customer requests and ATM carries out services outside the scope of the Addenda then ATM will charge for such services at ATM's then current rates together with the cost of any Parts which are utilised in the provision of such Additional Services.
4 CONFIDENTIAL RELATIONSHIP
The parties to this Agreement may from time to time communicate to each other certain information to enable them to effectively comply with the terms of this Agreement. Both parties agree to treat all such information as confidential, whether or not so identified, and shall not disclose any part thereof without the prior written consent of the other party.
The parties to this Agreement shall limit the disclosure and use of such information to the extent necessary to perform their obligations under this Agreement and agree to inform all parties to which such information is disclosed that it is confidential.
The provisions of this Clause 4 shall not apply to any part of the information that (i) has been previously disclosed in publicly available sources of information, or (ii) is, through no fault of the recipient, hereafter disclosed in publicly available sources of information, or (iii) has been or is disclosed to the recipient by a third party who had the right to make the disclosure.
5 LIABILITY AND INDEMNITY
i) ATM shall indemnify the Customer in respect of direct loss or damage to its tangible property (however not including loss of data) which is caused by the negligence of an ATM employee or agent whilst on site at the premises of the Customer for the purpose of this Agreement.
ii) Subject to clauses 5(i) and 5(iv), ATM shall not, in any event, be liable for any economic loss (including, but not limited to, loss of profits, business, revenue, goodwill or anticipated savings) damages or expenses suffered by the Customer and arising from the performance or non-performance by ATM of its obligations under this Agreement or from the negligence of ATM or its employees, agents or sub-contractors.
iii) If ATM is found to be liable to the Customer for loss, damage or expense in connection with this Agreement, ATM's liability shall be limited to a total of £1,000,000 for all such claims.
iv) ATM does not seek to exclude or limit its liability for death or personal injury arising from its negligence or the negligence of its agents.
v) The Customer shall indemnify and defend ATM against all actions, claims, demands, proceedings, damages, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of letters patent, design or copyright by the provision or use or possession of any equipment or software supplied by the Customer under the agreement, or which are occasioned by or arising from any ATM performance pursuant to the explicit instructions of the Customer.
6 TERMINATION
i) This Agreement may be terminated at any time by the mutual agreement in writing of ATM and the Customer.
ii) This Agreement or any one or more of the Addenda may be terminated by ATM forthwith upon giving the Customer notice in writing if the Customer shall fail to pay any sum due to ATM on the due date.
iii) Either party may terminate this Agreement, or any one or more of the Addenda, if the other party fails to cure a breach of any material term of this Agreement within 30 days after service of written notice requiring remedy of that breach.
iv) Either party may terminate this Agreement or any one or more of the Addenda forthwith upon giving written notice to the other if the other, being an individual becomes bankrupt, being a partnership is dissolved or, being a company has a liquidator, receiver, administrative receiver or administrator appointed in respect of all or any part of its assets, or it makes an arrangement with its creditors generally or suffers or takes any other action in consequence of debt.
v) Termination or expiry of this Agreement or any one or more of the Addenda shall be without prejudice to the rights of either party accrued prior to the date of termination or expiry.
vi) If this Agreement or any one or more of the Addenda are terminated by ATM under the clauses ii) or iii) above, without prejudice to any right of ATM to damages, the Customer shall pay immediately to ATM by way of agreed compensation for loss (including but not limited to loss of profit) all charges for the services for the remainder of the initial period of each Addenda terminated by ATM less 5% per annum compounded.
7 EMPLOYEES
It is an express condition that for the duration of this Agreement and for a period of twelve months thereafter neither party shall employ nor make any offers of employment to any person professionally associated with this Agreement. 'Employ' means the engagement of such person as an employee, director, sub-contractor or independent contractor.
ATM's estimate of the impact that a breach of Sub-Clause 7 would have upon its business is herein specified as liquidated damages in the amount of the current gross annual salary and benefits of the Personnel concerned. The Customer accepts that this is a reasonable estimate of loss and agrees to pay the same upon demand in the event of its breach of this Clause. The Customer may demand and ATM shall pay similar damages in the event of ATM's breach of this Clause. This provision shall be without prejudice to the right of the non-breaching party to seek injunctive relief.
8 CONFLICTS
i) Both parties to this Agreement will exercise care and diligence to ensure that no use is made of any knowledge or information gained as part of the conduct of this Agreement which could result in a conflict with the interests of the other party. ATM will ensure that its staff or contractors do not offer the Customers staff gifts or hospitality beyond normal commercial practice, for the purpose of influencing individuals.
ii) In the event of any conflict between the terms of this Framework Agreement and any Addenda, the terms of the Addenda shall prevail.
9 GENERAL
i) This agreement including the Addenda represents the entire understanding between the parties and supersedes all prior discussions and agreements between them as to the subject matter. No waiver, alterations, modification or addition shall be valid unless made in writing.
ii) Any terms and conditions on any purchase order or other document issued by the Customer in connection with the supply of services by ATM shall not be binding on ATM and shall not apply to this Agreement.
iii) No delay, neglect or forbearance on the part of either party in enforcing against the other party any right shall operate as a waiver.
iv) Headings in this Agreement are for convenience only and shall not be used in interpretation of this Agreement.
v) If any provision in this Agreement (or part thereof) is invalid, ineffective or unenforceable, the invalidity, ineffectiveness or un enforceability of such provision (or part thereof) shall not affect any other provisions of this Agreement or the remainder of that invalid, ineffective or unenforceable provision.
vi) Neither party shall assign this Agreement or any of the Addenda without prior agreement in writing of the other party.
10 FORCE MAJEURE
No failure or omission by a party to carry out or observe any of the stipulations, conditions or obligations to be performed hereunder (except the obligation to make payments due) shall give rise to any claim by the other party or be deemed to be a breach of contract if such failure or omission arises from a cause reasonably beyond the control of the first party including, but not limited to fire, floods, earthquakes, strikes, riots, and shortages of labour or supplies.
11 NOTICES SERVED
Any notice required to be given under this Agreement shall be given in writing to the address of each party as detailed at the Head of this Agreement or at such other address as either party may substitute by notice to the other and shall be given by personal delivery, transmitted by facsimile or sent by registered post, postage prepaid. Any notice shall be deemed to have been received on the next business day following the date it was hand delivered or transmitted by facsimile or, if mailed, on the third business day following the date of posting.
12 JURISDICTION.
The validity and construction of this Agreement shall be governed by the laws of England. The parties agree to submit to the jurisdiction of the English Court.
In witness whereof each of the parties has caused the Agreement to be executed by its duly authorised representative as of the date below:
Date
For ATM
Name
Title
Signature
For Customer
Name
Title
Signature