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Master Service Agreement

CONTRACT FOR CONSULTING SERVICES
THIS CONTRACT (“Contract”) is entered into this upon signature by and between “the Client” having its principal and IV-Lead (“the Consultant”).
WHEREAS, the Client wishes to have the Consultant performing the services hereinafter referred to, and WHEREAS, the Consultant are willing to perform these services, NOW THEREFORE THE PARTIES hereby agree as follows:

1. Services:

The Consultant shall perform the services specified in Annex A, “Terms of Reference and Scope of Services,” which is made an integral part of this Contract (“the Services”).

 

2. Term:

The Consultant shall perform the Services during the period commencing upon signature.

 

3. Payment:

A. Remuneration: The Client shall pay the Consultant for Services rendered at the month, in accordance with the rates agreed and specified in Annex B, “Fee Schedule.”

B. Payment Conditions: Payment for recurring retainer projects (monthly, quarterly, and semi-annual) shall be made in ILS. Not later than 15 days after the end of each month following submission of invoices (net 15).  Hourly On-Demand projects begin upon payment (credit card/PayPal/wire transfer) and upon signature of the project agreement.

 

4. Project Administration

Coordinator: The Client's POC designates as Client’s Coordinator; the Coordinator shall be responsible for the coordination of activities under the Contract.

 

5. Performance Standard

The Consultant undertakes to perform the Services with the highest standards of professional and ethical competence and integrity. 

 

6. Confidentiality

The Consultant shall not, during the term of this Contract and within two years after its expiration, disclose any proprietary or confidential information relating to the Services, this Contract or the Client’s business or operations without the prior written consent of the Client.

 

7. Ownership of Material

Any studies, reports or other material, graphic, software or otherwise, prepared by the Consultant for the Client under the Contract shall belong to and remain the property of the Client.  The Consultant may retain a copy of such documents and software.

 

8. Assignment

The Consultant shall not assign this Contract or Subcontract any portion of it without the Client's prior written consent.

 

9. Law Governing Contract and Language

The Contract shall be governed by the law(s) in effect in the parts of Tel Aviv, under the jurisdiction of Israel, and the language of the Contract shall be English Language.

 

10. Dispute Resolution

Any dispute arising out of this Contract, which cannot be amicably settled between the parties, shall be referred to adjudication/arbitration in accordance with the laws of the Client’s country.

 

11.1 By the Client

The Client may terminate this Contract only after the occurrence of the events specified in paragraphs (a) and (b) of this Clause 11.1:
  1. if the Consultant do not deliver the Services outlined in Annex A, “Terms of Reference and Scope of Services,” as Phases one (1), Two (2) and Three (3) to the level of satisfaction of the client. 
  2. The client notifies the Consultant in writing within 15 days that he is not interested in continuing to receive the services provided by the Consultant.

 

11.2 By the Consultant

The Consultant may terminate this Contract by proving a written notice to the Client, such notice to be given after the occurrence of any of the events specified in paragraphs (a) and (b) of this Clause 11.2:

 

(a) if the Client fails to pay any monies due to the Consultant pursuant to this Contract within forty-five (45) days after receiving written notice from the Consultant that such payment is overdue; or

(b) if, as the result of Force Majeure, the Consultant are unable to perform a material portion of the Services for a period of not less than sixty (35) days.

(c) The Consultant notifies the Client in writing within 15 days that he is not interested in continuing the services.

 

11.3 Payment upon Termination

Upon termination of this Contract pursuant to Clauses 11.1 or 11.2, the Client shall make the following payments to the Consultant:
(a) remuneration pursuant to Clause 3 for Services performed prior to the effective date of termination;
CONTRACT FOR CONSULTING SERVICES: Annex A and B. THIS CONTRACT (“Contract”) is entered into this upon signature by and between “the Client” having its principal and IV-Lead (“the Consultant”).

WHEREAS, the Client wishes to have the Consultant performing the services hereinafter referred to, and
WHEREAS, the Consultant are willing to perform these services,
NOW THEREFORE THE PARTIES hereby agree as follows:

A. Terms of Reference and Scope of Services

(i) The Consultant shall perform the services specified in Annex A, “Terms of Reference and Scope of Services,” which is made an integral part of this Contract (“the Services”).

The scope of work has the following components:​

1. Review and redraft the form of project agreement used by “the Consultant” and  “the Client”, which is the project agreement presented above, or which could also be reviewed and redrafted via email correspondences, after both side have agreed upon it in writing. The objective is to establish an agreeable standard, feasible form agreement for use in new and ongoing marketing and sales projects throughout the entire collaboration between  “the Consultant” and  “the Client”.

This component will comprise:​

(a) a revised project briefing in English: technical schedules are not required but where particular issues (eg customers journey, sales processes, Campaigns optimization, KPI, Integrations, Organization assignments and more) are dealt with in various ways and throughout various practice, sample alternative clauses should be provided.

(b) a commentary explaining the changes from the existing conditions and the desirable end results, and measurements of success/completion.

(c) a supporting document (the nature of this document is to be determined) written in any acceptable standardized briefing documentations: PMO, SLA, SMART, and more.

​"The Consultant" will typically include a number of assumptions for a fixed fee, such as:​

(a) the time schedules and dates described in scope of work are maintained,

(b) the scope of work does not change from that described in part 1,

(c) “the Consultant” will not be required to take proposals from, consult with or brief any organization other than “the Client”, except in the meetings proposed by the Client” and in that respect and agreed upon both sides. Once agreed, the instructions in relation to the final documents (part (c) of the scope described in part 1) will come from “the Client” according to the previous terms and within the scope of the agreed project.​

 

Changes to scope​

2. In event that “the Client” wishes to change the scope of work as set out herein/ “the Consultant” considers that any of the assumptions set out above have been breached and that the fee should therefore be increased, then that party should notify the other party of such change/ breach as soon as possible and the parties will discuss in good faith how this affects the scope of work/ fixed fee.

 

(a) If hourly rate – this should include caps

(b) Similar to (a) – need to specify what the cap includes, what assumptions are being made and process for re-negotiation of caps

(c) Also need to include assumptions as to how many capped hours are to be provided by the key experts.

 

​Success Fee​

3. This is traditionally how fee for transaction manager is structured.  A hybrid of a fixed fee and success fee might be appropriate for a legal advisor​

(a) If the fee is based on a success fee then the milestone that needs to be met to trigger the success fee will need to be carefully identified and the method for determining whether that milestone has been met clearly set out.

 

Conflicts of Interest

4. “the Consultant” will want to have included, and “the Client” will need to decide whether appropriate to include a provision similar to that set out below regarding conflicts of interest​
(a) So far as “the Client” and the “the Consultant” are concerned, the conduct of this work will not prevent “the Consultant” accepting instructions from any subsidiary, parent company, bidder, sponsor, contractor, external consultant or other entity in relation to any future business collaboration or other consultation projects in relations to “the Client”, and that such rights as might exist or arise in respect of actual or perceived conflicts of interest in respect of such future projects are waived. “the Consultant” relies on that waiver.
(b) Terms of engagement AND termination: Fee Schedule.

 

​Terms of engagement​

5. “the Client” or “the Consultant” engagement letter + NDA agreement + these terms of reference will form the contract between “the Client” AND “the Consultant”.

 

Termination

6. “the Consultant” relationship contemplated by this Agreement is to conclude on DATE unless terminated earlier as set forth below. “the Consultant” agrees that no additional advance notice or fees in lieu of notice are required in the event the relationship terminates on DATE.  

(a) “the Consultant” agrees that “the Client” may terminate this Agreement at any time without notice or any further payment if “the Consultant” is in breach of any of the terms of this Agreement.

(b) “the Consultant” may terminate this Agreement at any time at its sole discretion, upon providing to “the Consultant” calendar days advance written notice of its intention to do so or payment of fees in lieu thereof.  

(c) “the Consultant” may terminate this Agreement at any time at its sole discretion upon providing to “the Client” calendar days notice of Contractor’s intention to do so. Upon receipt of such notice “the Client” may waive notice in which event this Agreement shall terminate immediately.

7. Obligations Surviving Termination of this Agreement 

(a) All obligations to preserve “the Client's" Confidential Information, Intellectual Property and other warranties and representations set forth herein shall survive the termination of this Agreement.

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