Professional Documents
Culture Documents
Between
And
[PARTNER]
THIS AGREEMENT is made on the [DAY] day of [MONTH] 2010
1. WHEREAS:
a. [PARTNER] will keep all confidential information confidential save for where this is
unavoidable to perform the subcontracting work.
(a) Content,
(b) Information,
d. [PARTNER] will not solely or jointly with or on behalf of another person or body
corporate, directly or indirectly make use of any content, information, intellectual
property contracts or contacts provided to [PARTNER] or generated or otherwise
obtained by [PARTNER] in the course of your engagement with EMS Research other
than for the purpose of [PARTNER]’S engagement with EMS.
e. [PARTNER] agrees not to, either solely or jointly with or on the behalf of another person
or body corporate, directly or indirectly, solicit any person or body corporate who has,
at any time, been a customer of EMS.
f. [PARTNER] will specifically not engage in direct dealings with clients for which
[PARNTER] is carrying out subcontracting work.
g. Should any direct contact of business be proposed by such a client if EMS, then
[PARTNER] is obligated to inform EMS immediately of the occurrence and precise and
complete content of any such proposal. [PARTNER] will not respond, whether on their
own or on EMS’ behalf, to any such proposals.
h. These restrictions apply throughout [PARTNER]’S engagement with EMS Research and
for two calendar years from the last date of termination of any of [PARTNER]’s
subcontracting agreements (howsoever formed) with EMS Research.
3. Severability
It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this
Agreement shall be read and construed independently of each other. Should any part of this
Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect
the remaining paragraphs, sub-paragraphs and clauses.
4. Entire Agreement
This Agreement sets out the entire Agreement and understanding of the parties and is in
substitution of any previous written or oral agreements between the parties.
5. Jurisdiction
This Agreement shall be construed in accordance with the laws of England and shall be
subject to the exclusive jurisdiction of the English courts.
IN WITNESS of which the parties have signed this Agreement the day, month and year first
above written.
EMS Research
Neil Jarvis
Managing Director
Signature:
[PARTNER]
Signature: