Draft for legal review
Purpose
This agreement governs an engagement introduced or administered through ExEx between a Client and an Expertise Partner. The specific scope, deliverables, timetable, fees and milestones should be recorded in an Engagement Schedule or equivalent written instruction.
The parties
Unless expressly agreed otherwise, the Expertise Partner supplies the services to the Client as an independent contractor. ExEx facilitates and administers the engagement and is not the employer of the Expertise Partner.
Scope and changes
The parties must agree the work, deliverables, timetable, fee basis and any expenses before work begins. Material changes should be recorded in writing, including any effect on price or timing.
Standards and responsibilities
The Expertise Partner will perform the agreed work with reasonable skill and care. The Client will provide timely access, information and decisions reasonably required to perform the work.
Fees and payment
Invoices and payments will be administered in accordance with the Contract & Payment Management terms and the Engagement Schedule. ExEx may deduct any agreed management fee or commission before remitting cleared funds to the Expertise Partner.
Confidentiality and intellectual property
Each party must protect confidential information received through the engagement. Ownership or licensing of work product should be stated in the Engagement Schedule; if it is not, the parties should resolve the position before relying upon or commercially exploiting bespoke work product.
Insurance and compliance
The Expertise Partner is responsible for maintaining insurance and regulatory permissions appropriate to the work where required. Assignment-specific checks may be required notwithstanding general ExEx verification.
Non-circumvention
Where ExEx has introduced the parties, neither party should deliberately restructure or move the introduced engagement outside ExEx in order to avoid properly due ExEx fees during any period specified in the Engagement Schedule or applicable fee terms.
Liability
Nothing excludes liability that cannot lawfully be excluded. Each party remains responsible for its own acts and omissions. Any service-specific liability limits should be stated in the Engagement Schedule and reviewed legally before launch.
Ending an engagement
The Engagement Schedule should state notice, cancellation and payment consequences. Accrued rights and obligations concerning confidentiality, intellectual property, payment and dispute resolution survive where appropriate.
Law and disputes
Unless otherwise agreed in writing, the engagement is governed by the laws of England and Wales. Complaints and disputes should first follow the ExEx Complaints & Dispute Resolution Procedure.