Contractual Clauses Clarification

Summary

The contract includes non-compete, non-solicitation, confidentiality, and outside work clauses. Non-compete restricts engaging in competing business activities post-termination. Non-solicitation prevents recruiting company employees or soliciting clients. Confidentiality ensures protection of company information. Outside work requires prior written consent from the company. Ensure compliance with all clauses to avoid breaches. Consider seeking legal advice for specific concerns or drafting revisions.

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*. NOTICES *.* Any notice or other document to be given under this Agreement shall be in writing. It may be given personally to you or to the HR Director for your business (as the case may be) or may be sent by first class post or other fast postal service. If such notice or document is being posted to SYSTEMS SYSTEMS the Company, it may be sent to its registered office; if it is being posted to you it shall be sent either to your address shown on this Agreement or to your last known place of residence. *.* Any such notice shall (unless the contrary is proved) be deemed served when in the ordinary course it would first be received by the addressee in normal business hours. In the case of first class post, this shall be deemed to be no later than two working days after posting. In proving such service it shall be sufficient to prove, where appropriate, that the notice was addressed properly and posted.
It looks like you have questions about the notice requirements under your contract.
- Notices must be in writing.
- They can be delivered personally or sent by first-class post.
- Notices are deemed served in normal business hours, usually within two working days.
Can you specify what particular issue you are facing with these notice clauses?
*. LAW This Agreement shall be governed by and construed in accordance with the governing law shown in Schedule *, Part A, row * and the parties hereby submit to the jurisdiction of the courts detailed in Schedule *, Part A, row *. *. DEFINITIONS In this Agreement, where the context admits the following expressions shall have the following meanings: “ERA” means the Employment Rights Act * as amended; “Company Property” means property belonging to the Company and any Group Company including (without limiting the generality of the above), Company identity passes, Company credit cards, mobile telephones, computer equipment, access tokens, tools, any legal, financial, marketing, commercial or other documentation in relation to the Company or any other Group Companies or any interest of any Group Company, all correspondence, customer lists, drawings, documents and other papers on whatever media and wherever located;
Could you please clarify if you need assistance understanding the governing law and jurisdiction clause of your agreement, or if you have concerns about the definitions section? This will help me provide more precise information.
“Information” means any commercial and legal documentation, information relating to customers, customer lists or requirements, price lists or pricing structures, data relating to or about employees or officers, marketing, intellectual property, business plans or dealings, technical data, financial information and plans, designs, formulae, product lines, research activities and any information which you are told is or is provided to the Company or any Group Company in confidence by a third party; “Group Company” means any company which is a subsidiary, subsidiary undertaking or holding company of the Company or any subsidiary or subsidiary undertaking of any such holding company (and “Group Companies” shall be construed accordingly);
It seems you're dealing with contract definitions and their implications. Here are some important points regarding the definitions you provided:
- "Information" encompasses a wide range of commercial and legal documentation, including sensitive data about customers, employees, and business operations.
- "Group Company" refers to subsidiaries and holding companies associated with the main company.
Could you specify what particular concern or question you have with these definitions?
• If the Company terminates this agreement on the grounds of breach of this agreement, within 18 months, then the Consultancy shall be liable for the reasonable costs incurred in obtaining and renewing their Security Clearance. Question- Other than entire clauses on document clarify all elements from engineer which would constitute breach of this agreement? *. Confidentiality and Intellectual Property The Consultancy hereby acknowledges that it has read and agrees to be bound by the terms and conditions of the Company’s confidentiality and Non-Disclosure Agreement attached here to and which forms an integral part of this Agreement. The Consultancy agrees that it will not sub contract any work on behalf of the company. All work that the Consultancy invoices the Company for shall be warranted to have been carried out by the Consultancy personally.
Here are the elements that would constitute a breach of this agreement:
- Violating confidentiality and non-disclosure terms.
- Subcontracting work without permission.
- Invoicing work not performed personally by the Consultancy.
- Substituting personnel without company approval.
- Entering agreements that restrict ability to perform obligations.
- Recruiting or soliciting company employees/customers within one year post-termination.
- Accepting work from clients introduced through the company.
Do you need clarification on any specific point?
Draft Contract Proposed by Agency *. Term The anticipated start date is to be confirmed and will continue for 12 months unless terminated earlier as set forth in this Agreement. Unacceptable cannot have this no termination within or before 12 months period-Revision required.
It seems like you have extensive concerns about the contract, particularly regarding termination clauses, confidentiality, and non-compete provisions.
- Ensure the contract allows termination within 12 months.
- Clarify non-compete terms, especially regarding client interactions post-termination.
- Verify confidentiality and non-disclosure obligations.
Would you like further details on specific points, or assistance in drafting revisions?
*. Compensation Subject to providing the services as outlined above, the Consultancy will be paid the sum of £** per hour worked. The Company will be invoiced monthly, with payment due within 7 days of receipt. The Consultancy and Company will agree the hours worked, and therefore to be invoiced, before such invoice is raised to ensure that the invoice may be paid promptly. *. Relationship The Consultancy will provide the Consultancy’s services to the Company as an independent Consultancy and not as an employee or worker. Accordingly:
It appears that you have several detailed questions and concerns about the contract, particularly regarding the termination clauses, non-compete agreements, confidentiality, and intellectual property.
To address these:
- Termination Clauses: Ensure the contract specifies conditions for early termination by both parties.
- Non-Compete Agreement: Clarify post-termination restrictions on soliciting clients or recruiting employees.
- Confidentiality: Confirm all obligations and protections regarding confidential information and intellectual property.
Would you like assistance in drafting specific revisions or addressing particular contract sections?
• The Consultancy agrees that the Company shall have no liability or responsibility for the withholding, collection or payment of any taxes, national insurance or pension contributions on any amounts paid by the Company to the Consultancy or amounts paid by the Consultancy to its employees or Consultancies. The Consultancy also agrees to indemnify the Company from any and all claims in respect to the Company’s failure to withhold and/or remit any taxes, national insurance or pension contributions.
Your contract concerns cover several critical areas. Here are some key points:
- Termination: Ensure both parties can terminate within 12 months, with clear notice periods.
- Non-Compete: Verify restrictions on post-termination client interactions.
- Confidentiality: Confirm obligations and protections.
Would you like help drafting specific revisions or further explanations on any clauses?
• The Consultancy agrees that the Consultancy will provide to the Company, before the commencement of providing services, such proof that the Company requires to ensure that all staff, (including the Consultancy him/herself if an individual), providing services directly to the Company have the right to work in the United Kingdom and also other countries within the European Union/European Economic Area, where the work involves travelling to clients of the Company in countries situated within those areas of Europe. • Where it is agreed that the nature of the services to be provided by the
It seems you have extensive concerns regarding various clauses in the contract, especially about termination, non-compete agreements, confidentiality, and intellectual property. Here are some general points to consider:
- Termination: Ensure the contract allows for early termination and specifies notice periods for both parties.
- Non-Compete: Clarify the restrictions on client interactions and recruitment post-termination.
- Confidentiality: Confirm all obligations and protections regarding confidential information and intellectual property.
Would you like assistance in drafting specific revisions or further explanations on any clauses?
The Consultancy warrants that it has its’ own Professional Indemnity Insurance and Public Liability Insurance in the minimum sum of £2million per insurance. The Consultancy will provide copies of such insurance to the Company prior to starting the contract. The Consultancy warrants to keep such insurance in force throughout the duration of the contract and will ensure that up to date copies of the insurance schedules and certificates are made available as required by the Company. • The Consultancy shall determine its’ own working hours, whilst fully taking into account the Company’s and its’ clients operating hours and needs. • The Consultancy shall not be entitled to claim expenses for travel to and from the Company and Client Offices in the United Kingdom.
It seems you have significant concerns about the contract, particularly regarding termination clauses, confidentiality, non-compete agreements, and intellectual property. Here are some key points to address:
- Termination Clauses: Ensure the contract allows termination within 12 months with clear notice periods.
- Non-Compete Agreement: Clarify post-termination restrictions on client interactions and recruitment.
- Confidentiality and Intellectual Property: Confirm all obligations and protections.
Would you like assistance in drafting specific revisions or more detailed explanations on any clauses?
Question Other offices yes • The Consultancy meets the basic definition of self-employment in that: (i) the Consultancy is in business on its own account and accepts full responsibility for its success and failure; (ii) the Consultancy does not work exclusively for the Company; Question -If so cannot be held accountable for “poor performance” as a scapegoat for internal political configuration (iii) the Consultancy provides its own tools to provide and/or perform the Services; (iv) the Consultancy’s provision of the Services is on an ad hoc basis, and not necessarily recurring by nature; and (v) the Consultancy has control over how and when it performs the Services, within overall deadlines and quality standards set by this Agreement. •
It appears you have multiple concerns about your consultancy contract, particularly regarding termination clauses, non-compete agreements, confidentiality, and self-employment status.
- Termination: Ensure mutual termination rights within 12 months.
- Non-Compete: Clarify post-termination restrictions.
- Confidentiality: Confirm obligations and protections.
- Self-Employment: Verify independence and control over services.
Would you like assistance in drafting revisions for specific clauses?
he Company is under no obligation to offer further contracts or services to the Consultancy nor is the Consultancy under obligation to accept such contracts or services if offered. The Consultancy is not obliged to make its services available except for the performance of its obligations under this Agreement.
It seems like you have detailed concerns about the contract's terms regarding termination, non-compete clauses, confidentiality, and intellectual property. Here are some key points to consider:
- Termination Clauses: Ensure the contract specifies conditions for early termination by both parties.
- Non-Compete Agreement: Clarify post-termination restrictions on soliciting clients or recruiting employees.
- Confidentiality and Intellectual Property: Confirm all obligations and protections regarding confidential information and intellectual property.
Would you like further assistance in drafting specific revisions or addressing particular sections of the contract?
Question-Elaborate -How can performance of obligations exist without availability of services? Both parties agree and intend that there be no mutuality of obligations either during or following the agreement, whatsoever. • The Consultancy shall provide the services using suitably qualified personnel of their own choosing. The Consultancy reserves the right to substitute any personnel, provided the Company is reasonably satisfied that the substitute possesses the necessary skills and qualifications for the satisfactory completion of the services. The Consultancy will remain liable for the services completed by substitute personnel and will bear any costs.
To address your question about how performance obligations can exist without the availability of services:
- Mutuality of Obligations: Both parties agree that there will be no mutual obligations either during or after the agreement.
- Services by Consultancy: The consultancy agrees to provide services using their chosen qualified personnel.
- Substitution of Personnel: The consultancy can substitute personnel as long as the company is reasonably satisfied with the replacement's skills and qualifications.
- Liability for Services: The consultancy remains liable for the services completed by any substitute personnel and will bear any associated costs.
Would you like help drafting a specific clause or further clarification on any points?
• The Consultancy will maintain an appropriate level of Security Clearance as required by the Company’s client(s). The Company will work with relevant agencies and their client(s) to ensure that this is done in accordance with relevant requirements. The Consultancy agrees to abide by the requirements of any Security and Vetting Agency used. The Consultancy will provide information required by any such Agency in a complete and timely manner.
It appears that you have extensive concerns about various clauses in the contract, including termination, non-compete agreements, confidentiality, and intellectual property.
Key points to address:
- Termination Clauses: Ensure the contract specifies conditions for early termination by both parties with clear notice periods.
- Non-Compete Agreement: Clarify post-termination restrictions on soliciting clients or recruiting employees.
- Confidentiality and Intellectual Property: Confirm all obligations and protections.
- Security Clearance: Ensure requirements and liabilities are clearly defined.
Would you like assistance drafting specific revisions or addressing particular sections in greater detail?
• If the Consultancy terminates this agreement within 12 months of the start of the agreement, then the Consultancy shall be liable for the reasonable costs incurred in obtaining and renewing their Security Clearance. Question-Is above not automatic? Standard Modis Operandi Assumption no additional cost involved. • If the Company terminates this agreement on the grounds of breach of this agreement, within 18 months, then the Consultancy shall be liable for the reasonable costs incurred in obtaining and renewing their Security Clearance.
It seems you have extensive concerns about many aspects of the contract, including termination clauses, non-compete agreements, confidentiality, and the requirement for security clearance.
Key points to address:
- Termination Clauses: Ensure the contract specifies conditions for early termination by both parties.
- Non-Compete Agreement: Clarify post-termination restrictions on soliciting clients or recruiting employees.
- Confidentiality: Confirm all obligations and protections regarding confidential information and intellectual property.
- Security Clearance Costs: Verify under what conditions security clearance costs are recoverable.
Would you like assistance in drafting specific revisions or a detailed review of any particular sections?
Question- Other than entire clauses on document clarify all elements from engineer which would constitute breach of this agreement? *. Confidentiality and Intellectual Property The Consultancy hereby acknowledges that it has read and agrees to be bound by the terms and conditions of the Company’s confidentiality and Non-Disclosure Agreement attached here to and which forms an integral part of this Agreement. The Consultancy agrees that it will not sub contract any work on behalf of the company. All work that the Consultancy invoices the Company for shall be warranted to have been carried out by the Consultancy personally.
To address your concerns about what would constitute a breach of the agreement:
- Violation of the Confidentiality and Intellectual Property terms.
- Subcontracting any work on behalf of the company.
- Invoicing the company for work not personally carried out by the consultancy.
- Breaching any non-disclosure, proprietary rights, non-competition, non-solicitation covenants.
- Soliciting company employees or customers within 1 year post-termination.
Would you like assistance in drafting specific contract revisions or a detailed review of particular sections?
Question-Though earlier we can have “ The Consultancy shall provide the services using suitably qualified personnel of their own choosing. The Consultancy reserves the right to substitute any personnel, provided the Company is reasonably satisfied that the substitute possesses the necessary skills and qualifications for the satisfactory completion of the services” The Consultancy hereby represents and warrants to the Company that it is not party to any written or oral agreement with any third party that would restrict its ability to enter into this Agreement or the Confidentiality and Non-Disclosure Agreement or to perform the Consultancy’s obligations hereunder and that the Consultancy will not, by providing services to the Company, breach any non-disclosure, proprietary rights, non-competition, non- solicitation or other covenant in favour of any third party.
It seems you have a detailed and complex contract with multiple areas of concern, including termination clauses, confidentiality, non-compete agreements, and subcontracting. Here are some key points to address:
- Termination Clauses: Ensure the contract allows termination within 12 months with clear notice periods for both parties.
- Non-Compete Agreement: Clarify post-termination restrictions on soliciting clients or recruiting employees, and verify the duration (e.g., 1 year post-termination).
- Confidentiality: Confirm all obligations and protections regarding confidential information and intellectual property.
- Subcontracting: Verify if and when subcontracting is allowed, and ensure all work invoiced is personally carried out by the consultancy.
Would you like help drafting specific revisions or more detailed explanations on any clauses?
The Consultancy may terminate this Agreement at any time at its sole discretion upon providing to the Company * calendar days’ * week for consultancy 30 days for engineer?-* week required at least for Q1 fair? notice of the Consultancy’s intention to do so. Upon receipt of such notice the Company may waive notice in which event this Agreement shall terminate immediately.
It appears that there are several critical areas of concern in your consultancy agreement, including termination clauses, non-compete agreements, confidentiality, and intellectual property. Here are some key points to address:
- Termination Clauses: Ensure the contract specifies conditions for early termination by both parties. You should be able to terminate within 12 months with clear notice periods.
- Non-Compete Agreement: Clarify post-termination restrictions on soliciting clients or recruiting employees. Verify that this clause does not unfairly restrict your ability to work with clients you had prior relationships with.
- Confidentiality and Intellectual Property: Confirm all obligations and protections regarding confidential information and intellectual property. Ensure that these obligations are reasonable and do not unduly restrict your business activities.
- Security Clearance Costs: Verify under what conditions security clearance costs are recoverable.
If you need help drafting specific revisions or a detailed review of any particular sections, let me know!
*. Governing Law and Jurisdiction. This Agreement is governed by the law of England & Wales and is subject to the exclusive jurisdiction of the Courts of England & Wales. If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorised representatives, effective as of the day Based on above do you see any non compete agreement?
Based on the information provided, there are non-compete clauses within the agreement:
- Non-Compete during and post-termination: The consultancy agrees not to recruit company employees or solicit customers/suppliers for one year post-termination.
- Non-Solicitation of Clients: The consultancy cannot accept work from clients introduced through the company's work.
Would you like assistance in drafting revisions to these non-compete clauses or further clarification on any specific points?
The Consultancy hereby agrees that, during the term of this Agreement and for one (*) year following the termination hereof, the Consultancy will not (i) recruit, attempt to recruit or directly or indirectly participate in the recruitment of any Company employee or (ii) directly or indirectly solicit, attempt to solicit, canvass or interfere with any customer or supplier of the Company in a manner that conflicts with or interferes in the business of the Company as conducted with such customer or supplier.
It appears you have extensive concerns about the contract, particularly regarding termination clauses, non-compete agreements, confidentiality, and intellectual property. Here are some key points to address:
- Termination Clauses: Ensure the contract specifies conditions for early termination by both parties with clear notice periods.
- Non-Compete Agreement: Clarify post-termination restrictions on soliciting clients or recruiting employees for one year.
- Confidentiality and Intellectual Property: Confirm all obligations and protections.
Would you like assistance in drafting specific revisions or a detailed review of particular sections?
Question-i.e. 1 year post termination? The Consultancy further warrants that it will not accept any work from a client or potential client of the Company where the Consultancy has been introduced to such client through its’ work for the Company. For avoidance of doubt, where the Consultancy has already worked for such client(s), then they shall be entitled to accept work directly. This does not affect the other prevailing terms of this Agreement.] Question-So separate any offers external to cohort prior to cohort proposal do not constitute of consultancy introduction? Correct Verify
It seems you have many concerns and questions about the contract, particularly regarding termination clauses, non-compete agreements, and confidentiality. Here are the key points:
- Termination Clauses: Both parties should have clear conditions for early termination, with reasonable notice periods. One week for the company and 30 days for the consultancy.
- Non-Compete Agreement: Restrictions on post-termination recruitment of company employees and solicitation of customers should be clearly defined, specifying a one-year period post-termination.
- Confidentiality and Intellectual Property: Ensure all obligations regarding the protection of confidential information and intellectual property are well-defined.
Would you like assistance in drafting specific revisions to these clauses or further clarification on any specific points?
Based on what you have reviewed from both company A and B draft contracts is there any no compete non compliance exclusivity or NDA?
The contracts include non-compete, non-solicitation, and confidentiality (NDA) clauses. Key points:
- Non-compete: No recruiting company employees or soliciting customers/suppliers for one year post-termination.
- Non-solicitation: Cannot accept work from clients introduced through the company's work.
- Confidentiality: Obligations to protect company information.
Would you like assistance with specific revisions or further clarification on any clauses?
If company A owns *% of company B what does Non compete and non solicitation mean?
Non-compete and non-solicitation clauses generally mean:
- Non-Compete: You cannot engage in business activities that compete with Company B (or its subsidiaries) for a specified period and within a specified geographical area after your relationship with the company ends.
- Non-Solicitation: You cannot try to recruit Company B's employees or solicit its clients/customers for your own benefit, usually for a specified period after your relationship with the company ends.
Would you like further details on these clauses or how they might affect you specifically?
If I want to work with company B for 2 months consultancy and then transition to company A permanent ? Yes?
If Company A owns *% of Company B, transitioning from a consultancy role at Company B to a permanent role at Company A could potentially raise conflict of interest issues or breach non-compete clauses.
Key points:
- Review non-compete and non-solicitation clauses in both contracts.
- Ensure no breach of confidentiality or proprietary information between companies.
- Seek explicit written consent from both companies if needed.
Would you like help drafting a request for consent or further clarification on specific clauses?
If I want to work with company B for 2 months consultancy and then transition to company A permanent ? Yes?How will the clauses me specifically?
The primary considerations involve non-compete and non-solicitation clauses, which could affect your transition.
Key points:
- Non-Compete: Verify if it restricts working with Company A after your consultancy with B.
- Non-Solicitation: Ensure you're not restricted from soliciting clients or employees of B when transitioning to A.
- Transition Terms: Outline clear termination and start dates to avoid overlap and conflicts.
Would you like assistance in drafting specific clauses or reviewing particular contract sections?
. OUTSIDE WORK *.* You must not undertake: *.*.* any outside paid or unpaid work of whatever type, or be directly or indirectly engaged, concerned or interested in any other business concern, without the prior written consent of the Company (such consent not to be unreasonably withheld); and *.*.* any activity which the Company reasonably considers may be, or may become, harmful to the interests of the Company or of any Group Company or which might reasonably be considered to interfere with the performance of your duties under this Agreement. *.* Clause *.* shall not apply: BAE SYSTEMS PROPRIETARY WORK\*\v.
You should ensure:
- Obtain prior written consent from the company for any outside work.
- Avoid any activities harmful to the interests of the company.
- Comply with all company regulations regarding dealings in shares or other securities.
- Verify compliance with personal data processing regulations.
Would you like assistance drafting a request for written consent or clarifying any specific clause?
* * Non-executive contract UNCONTROLLED BAE SYSTEMS PROPRIETARY *.*.* to you holding (directly or through nominees) investments listed on a recognised investment exchange (as defined in section * of the Financial Services and Markets Act *) or in respect of which dealing takes place on the Alternative Investment Market, as long as you do not hold more than two per cent of the issued shares or other securities of any class of any one company; or *.*.* to any act undertaken by you with the prior written consent of the Company. *.* You shall comply with every rule of law and every regulation of the Company for the time being in force in relation to dealings in shares or other securities of the Company or any Group Company.
Your main concerns involve compliance with non-compete, non-solicitation, confidentiality clauses, and outside work restrictions. Here are the key points:
- Non-Compete: Ensure it doesn't restrict transitioning from Company B to Company A.
- Non-Solicitation: Clarify post-termination restrictions on client and employee interactions.
- Confidentiality: Confirm obligations regarding company information and intellectual property.
- Outside Work: Obtain written consent for any other engagements that might conflict with your duties.
Would you like more details on any specific clauses or further assistance in drafting and reviewing contract sections?
Your Personal Data will be processed by the Company both during your employment and following its termination. This may include transfers to third parties and to other jurisdictions. For further details of how the Company process the Personal Data, please see the employee Fair Processing Notice (which is regularly updated to reflect any changes in our processing activities) and is available You undertake that by entering into this Agreement or performing any of your duties for the Company, you will not be in breach of any other agreement, contract or obligation binding on you. You represent and warrant that you are not bound by or subject to any court order, agreement, arrangement or undertaking which in any way restricts or prohibits you from entering into this Agreement or from performing your duties under it. Do you see any problems based on above as far as breach of compliance?
There might be compliance concerns based on your contract:
- Outside Work: You must seek prior written consent from the Company for any paid or unpaid work. Ensure you get this approval to avoid breaches.
- Non-Compete and Non-Solicitation: Clarify any restrictions around transitioning to Company A or interacting with clients.
- Confidentiality and Personal Data: Understand the terms of data processing and ensure no existing agreement conflicts.
Would you like specific assistance with any of these clauses?