Project Terms And Conditions

DATE: PROJECT START DATE

STUNTROCKET LTD (1)

and

YOUR COMPANY (2)

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AGREEMENT

Project Agreement to build:

• YOUR PROJECT - YOUR PROJECT URL

THIS AGREEMENT is made on PROJECT START DATE

BETWEEN:

• STUNTROCKET LTD ("SRL") a company registered in England & Wales No. 9706830, whose registered office is situated at Leeming Building, Ludgate Hill, Leeds, United Kingdom, LS2 7HZ.
• YOUR COMPANY ("YOUR COMPANY") a company registered in England & Wales No. 00000000, whose registered office is situated at YOUR COMPANY ADDRESS.

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RECITALS

SRL will provide YOUR COMPANY, SUMMARY OF YOUR PROJECT AND DELIVERABLES.

The Agreement between SRL and YOUR COMPANY shall be in accordance with the terms and conditions specified herein.

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IT IS AGREED AS FOLLOWS

In this Agreement the following words shall have the following meanings:

1. DEFINITIONS AND INTERPRETATION

Agreement means this Service Level Agreement (including any Schedules attached) as may be from time to time supplemented or amended in accordance with the applicable provisions hereof.

Any Schedules are hereby incorporated in and made a part of this Agreement. In the event of any ambiguity, inconsistency or conflict between any of the provisions of the Schedules and any of the terms and conditions contained in the main body of this Agreement, the latter shall prevail.

Agreement Period means the period between commencement date and notified termination of this contract. Commencement Date means PROJECT START DATE.

Confidential Information includes but is not limited to the contents of this Agreement, any information relating to the current or future affairs of YOUR COMPANY and materials provided by YOUR COMPANY to SRL.

Disclosing/Receiving Party means respectively whichever of the Parties discloses or receives Confidential Information to or from the other of them.

Intellectual Property means the Trade Name and any Materials provided by YOUR COMPANY to SRL and/or provided by SRL to YOUR COMPANY

Party/Parties means YOUR COMPANY and SRL

Named Representative means the principal contacts for this Agreement.

Project means the work commissioned by YOUR COMPANY from SRL as per Schedule 2 in the Agreement.

Trade Name / Trade Mark means the name of "YOUR COMPANY", "YOUR COMPANY" or the abbreviation YC and "Stuntrocket", "STUNTROCKET LTD" or the abbreviation "SRL"

VAT means value added tax chargeable under the Value Added Tax Act 1994 and any tax amending, supplementing or replacing the same.

Working Days means Monday to Friday inclusive, excluding Bank Holidays.

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2. In this Agreement:

2.1. Singular words include plural words and vice versa and

2.2. The masculine gender includes the neuter gender and vice versa and each includes the feminine gender and vice versa and

2.3. Reference to writing includes a fax but not an e-mail

2.4. A statute or order includes any statutory modification or re-enactment of it and any regulation direction or order made under it for the time being in force unless otherwise stated In this Agreement:

2.5. The headings to the clauses of this Agreement are included for convenience only and shall not affect the construction of this Agreement and

2.6. Reference to a numbered clause is a reference to the clause bearing that number in this Agreement unless otherwise stated and

2.7. If any provision in this Agreement is held to be illegal invalid or unenforceable the legality validity and enforceability of the remainder of this Agreement is to be unaffected

3. DURATION OF AGREEMENT

3.1. This Agreement shall commence on the Commencement Date and shall continue until either party terminates the agreement in accordance with section 10 of this agreement.

3.2. For the duration of the Agreement each Party will nominate a Named Representative with responsibility for the delivery and review of this Agreement and keep the other Party updated in the event that the Named Representative changes

3.3. The Parties shall review the terms of this Agreement annually on or before the anniversary of the Commencement Date

3.4. The Named Representatives will hold regular meetings and ensure that appropriate procedures and lines of communication are established in the execution of this Agreement

4. PAYMENT

4.1. YOUR COMPANY shall pay SRL together

4.1.1. The sum of PROJECT PRICE via three (3) payments as set out in Schedule 1.

4.2. All monies to be paid by BACS (or other such agreed method of payment) within thirty (30) days of the date of an invoice raised by SRL except for the commencement deposit which is due upon receipt.

4.3. Where a sum is required to be paid under this Agreement but is not paid before or on the date the Parties agreed, the Party due to pay the sum shall also pay interest on that sum at the rate of 1% above the base rate of HSBC Bank plc for the period beginning with that date and ending with the date the sum is paid (and the period shall continue after as well as before judgment). Interest shall accrue on a daily basis and be compounded quarterly

4.4. YOUR COMPANY shall not withhold or set off either in full or part payment due to SRL.

5. YOUR COMPANY OBLIGATIONS

Provide payment in accordance with Schedule 1 of this Agreement

Each Party will cover its own costs due to third Parties in the preparation, negotiation and execution of this Agreement.

6. SRL OBLIGATIONS

Provide the services specific in Schedule 2 of this agreement.

Each Party will cover its own costs due to third Parties in the preparation, negotiation and execution of this Agreement

7. INTELLECTUAL PROPERTY & COPYRIGHT

7.1 YOUR COMPANY and SRL hereby agree to:

7.1.1. Not cause or permit anything which may damage or endanger the Intellectual Property or other intellectual property of either party or either parties title to it or assist or allow others to do so

7.1.2. Notify each other of any suspected infringement of the Intellectual Property or other intellectual property of either party and to take such reasonable action as either party may direct at the expense of either party in relation to such infringement

7.1.3. Not use the Intellectual Property otherwise than in accordance with this Agreement and to compensate each other for any unauthorised use

7.1.4. Cease to use the Intellectual Property on the expiry or termination of this Agreement forthwith save as expressly authorised by either party in writing

8. DISPUTE RESOLUTION

8.1. In the event of either Party wishing to raise a complaint about the conduct of the other Party in relation to the performance of their obligations under this Agreement then the following shall apply (without prejudice to the Parties rights under any other part of this Agreement or otherwise):

8.1.1. Such complaint shall be sent to the other Party in writing with sufficient particularity to allow a full investigation of the complaint

8.1.2. The receiving Party shall fully investigate the complaint and either remedy or otherwise reply to the complaint within the remit of the organisations complaints policy

8.1.3. In the event that the Parties cannot agree a remedy or otherwise resolve any dispute then the matter shall be referred to arbitration in accordance with Clause 9

9. ARBITRATION

9.1. In the event of any dispute or difference arising over the terms of this Agreement or in any way related to it then such dispute may then be referred by either Party to a suitably qualified and experienced person acting as an arbitrator who shall determine such dispute in accordance with the Arbitration Act 1996.

9.2. In the event that the Parties cannot jointly agree to an arbitrator then either Party may make an application to the President or other proper officer for the time being of the Chartered Institute of Arbitrators and such decision of the person so agreed or appointed shall be final binding and conclusive on all the Parties hereto.

9.3. Any costs incurred as a result of Arbitration shall be apportioned as the arbitrator may decide

10. TERMINATION

10.1. In the event that YOUR COMPANY and/or SRL:

10.1.1. fails to observe and properly perform its obligations under Clause 5 and Clause 6 of this Agreement; or

10.1.2. otherwise breach the terms of this Agreement; o

10.1.3. enters into liquidation whether compulsory or voluntary but not if the liquidation is for amalgamation or reconstruction of a solvent company or enters into administration or has a receiver appointed over all or any part of its assets; or

10.1.4. enters into or makes a proposal to enter into any voluntary arrangement pursuant to the Insolvency Act 1986 or any other arrangement or composition for the benefit of his creditors; or

10.1.5. has any distress, sequestration or execution levied on its goods then either party may in its absolute discretion terminate this Agreement immediately by notice in writing sent to each other without prejudice to any antecedent rights that it may have against either party for the breach of its obligations under this Agreement or otherwise.

10.2. In the event that either Party shall do or allow to be done any act or thing which may prejudice or jeopardise the other Party's legitimate business interests or act in a way which is detrimental to the good reputation of the other Party then either Party may in their absolute discretion terminate this Agreement on seven (7) days written notice without prejudice to any antecedent rights that it may have against the other Party for the breach of its obligations under this Agreement or otherwise.

11. PENALTY

In the event that the Agreement is terminated in accordance with clause 8.1:

11.1. all sums due as payable in accordance with the end of current monthly cycle, together with any interest by YOUR COMPANY to SRL will become immediately due on the date of the termination by SRL and

11.2. SRL will be entitled to retain any and all sums paid and demand payment of any and all sums not yet paid by the YOUR COMPANY under the Schedule 1. Such sums shall not be reduced for part performance of this Agreement by SRL.

12. CONFIDENTIALITY

12.1. YOUR COMPANY undertakes to SRL to keep confidential all Confidential Information that it has acquired about SRL and to use such information only for the purposes contemplated by this Agreement.

12.2. SRL undertakes to YOUR COMPANY to keep confidential the terms of this Agreement and all information that it has acquired about YOUR COMPANY and to use the information only for the purposes contemplated by this Agreement.

12.3. Either Party may disclose any information that it is otherwise required to keep confidential under this clause 13:

12.3.1. to such professional advisers, consultants and employees or officers of its group as are reasonably necessary to advise on this Agreement, or to facilitate the performance of this Agreement, provided that the disclosing Party procures that the people to whom the information is disclosed keep it confidential as if they were that Party; or

12.3.2. with the written consent of the other Party; or

12.3.3. to the extent that the disclosure is required:

12.3.3.1. by law; or

12.3.3.2. by a regulatory body, tax authority or securities exchange;

12.3.4. but shall use reasonable endeavours to consult the other Party and to take into account any reasonable requests it may have in relation to the disclosure before making it

12.4. No announcement, circular or other publicity in connection with the subject matter of this Agreement (other than as permitted by this Agreement) shall be made by or on behalf of SRL without the approval of YOUR COMPANY.

13. RESTRICTIVE COVENANTS

13.1. YOUR COMPANY and SRL undertake to comply with the following sub-clauses throughout the duration of this Agreement and for a period of two (2) years immediately following the termination of this Agreement. This provision shall be limited in geographical extent to England

13.2. Either party is prohibited from soliciting, inducing or seeking to induce a person who is, or was within a period of twelve (12) months prior to the termination of the Agreement, an employee or trustee of the other party, whom the party has had dealings with during the course of the performance of this Agreement, to terminate or to cause their engagement to terminate with a view to engaging them in a competing business within the above temporal and geographical restrictions

13.3. Either party hereby undertakes to the other party that it will not at any time after the termination of this Agreement hold itself out as being in any way connected with the other party or using a name which is identical or similar to or likely to be confused with the name of YOUR COMPANY or SRL or which might suggest a connection with the parties or any of their services

13.4. YOUR COMPANY and SRL confirm that the covenants contained in this clause 12 are no greater than is reasonable or necessary for the protection of their interests; and that those covenants shall be deemed to be entire, separate, severable and separately enforceable in the widest sense from the other parts of the provision so that each covenant shall be deemed to be a separate covenant, notwithstanding the fact that it appears in the same clause, sub-clause or sentence as any other covenant, or is imposed by the introduction of a word or phrase conjunctively with, or disjunctively from, or alternatively to, other words or phrases.

14. FORCE MAJEURE

14.1. Should either Party be prevented from completing its respective obligations under this Agreement by reason of any circumstance beyond that Party's reasonable control (including without limitation any strike, lockout, or other industrial action), the time for completion/delivery of those obligations shall be extended until the causes preventing that act have ceased, and neither Party shall be liable for any loss or damage occasioned to the other Party or any third Party arising therefrom

14.2. In the event the cause preventing the act does not cease within a reasonable time either of the Parties may terminate this Agreement by notice to the other in writing and neither Party shall be liable for any loss or damage occasioned to the other Party or by this Party arising therefrom

15. CONTRACTS RIGHTS OF THIRD PARTIES ACT 1999

15.1. There shall be no right whatsoever for any third Party to enforce the terms and conditions of this Agreement. The Parties hereby expressly wish to exclude the operation of the Contracts Rights of Third Parties Act 1999

16. INDEMNITIES AND LIABILITIES

16.1. No other person not in the actual employ of YOUR COMPANY or SRL by or through whom this Agreement may have been introduced or negotiated is the agent or has authority expressed to act as agent for this purpose of YOUR COMPANY or SRL who shall under no circumstances whatsoever be held liable for any statement or representation made by such person

16.2. No forbearance indulgence or relaxation on the part of YOUR COMPANY and/or SRL shown or granted to the other party in enforcing the terms or conditions of this Agreement shall in any way diminish restrict or prejudice the rights or powers of YOUR COMPANY or SRL under this Agreement or operate or be deemed to be a waiver of any breach of the terms or conditions of this Agreement on the part of YOUR COMPANY or SRL.

17. WARRANTIES AND DATA PROTECTION

17.1. Each Party warrants that they shall perform all duties with all reasonable commercial care and diligence and in accordance with the obligations imposed under the Agreement

17.2. Each Party warrants that it shall act in compliance with all relevant legislation including and not limited to the Data Protection Act 1998

17.3. Each Party shall comply, in all respects, with the Data Protection Act 1998, the regulations made thereunder and any statutory amendments or re-enactment thereof, in respect of all personal or sensitive personal data received from the other Party as if it were registered data controller and not simply data processor of such data.

18. PARTNERSHIP

18.1. Nothing in this Agreement shall constitute or be deemed to constitute either a partnership between the Parties as agent of the other for any purpose or a joint venture.

19. ASSIGNMENT

19.1. This Agreement may only be assigned, transferred or otherwise disposed of with the prior written consent of the other Party.

20. VARIATION

20.1. A variation of this Agreement shall be in writing and signed by or on behalf of each Party's authorised representatives.

21. NOTICES

21.1. A notice given under this Agreement shall be:

21.1.1. delivered personally; or

21.1.2. delivered by commercial courier; or

21.1.3. sent by pre-paid first-class post or recorded delivery; or

21.1.4. (if the notice is to be served by post outside the country from which it is sent) sent by registered airmail.

21.2. The addresses for the service of Notice shall be:

21.2.1. For YOUR COMPANY , YOUR COMPANY ADDRESS

21.2.2. For SRL: Leeming Building, Ludgate Hill, Leeds, United Kingdom, LS2 7HZ And such notice shall be marked for the attention of the individual who is appointed as the Named Representative at that time.

21.3. A notice is deemed to have been received:

21.3.1. if delivered personally, at the time of delivery; or

21.3.2. if delivered by commercial courier, at the time of signature of the courier's receipt; or

21.3.3. if sent by pre-paid first class post, recorded delivery or registered post, 48 hours from the date of posting; or

21.3.4. if sent by registered airmail, five days from the date of posting; or if deemed receipt is not within business hours (meaning before 9.00am or after 5.30pm Monday to Friday or on a day that is not a working day), when business next starts in the place of receipt.

21.4. To prove service, it is sufficient to prove in the case of post, that the envelope containing the notice was properly addressed and posted.

21.5. A notice under this Agreement shall not be valid if sent by e-mail.

22. THIRD PARTY RIGHTS

This Agreement and the documents referred to in it are made for the benefit of the Parties to them and their successors and permitted assigns, and are not intended to benefit, or be enforceable by, anyone else.

23. SUCCESSORS

The rights and obligations of the Parties shall continue for the benefit of and shall be binding on their respective successors and assigns.

24. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each Party had signed the same document.

25. LANGUAGE

If this Agreement is translated into any language other than English, the English language text shall prevail.

26. GOVERNING LAW AND JURISDICTION

This Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.

The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.

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SIGNED for and on behalf of the each of the Parties to this Agreement by a duly authorised signatory

• YOUR COMPANY
• STUNTROCKET LTD (SRL)