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“Confidential Information” means all information which is identified or treated by Racing Models Limited or any of Racing Models Limited clients or customers as confidential or which by reason of its character or the circumstances or manner of its disclosure is evidently confidential including, without limitation, all deliverables, all information designated by Racing Models Limited as confidential, all information or data concerning or related to Racing Models Limited products (including the discovery, development, manufacture, or sale thereof), processes, or general business operations (including sales, costs, profits, pricing methods, organization, and employee and customer lists), and any information of the foregoing nature received from Racing Models Limited related to Racing Models Limited customers or clients, which, if not otherwise described above, is of such a nature that a reasonable person would believe it to be confidential or proprietary.
“Deliverables” means the
tangible and intangible results of the services provided.
Service Provider shall provide professional services (“Services”) to Racing Models Limited as described on one or more Statements of Work signed by Service Provider and Racing Models Limited, with reference to this Agreement. Service Provider shall perform Services in a prompt manner and provide each Deliverable no later than the delivery dates specified. At the direction of Racing Models Limited, Service Provider shall provide Services directly to Racing Models Limited or to customers of Racing Models Limited on Racing Models Limited behalf. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Service Provider and Racing Models Limited.
3. No Subcontractor.
Service Provider may not subcontract the Services without the prior express written consent of Racing Models Limited.
Racing Models Limited shall have the right to modify, reject, cancel or terminate any agreement and any related plans, schedules or work in process with written notice to Service Provider.
5. Third Party Materials
5.1 Third Party Materials. Service Provider shall not incorporate any Third Party Materials into a Deliverable, furnish any Third Party Materials into a Deliverable, furnish any Third Party Materials in conjunction with a Deliverable, or develop a Deliverable in a manner that requires Racing Models Limited to use any Third Party Materials in order to use such deliverable.
6. Representations and Warranties.
6.1 Service Provider’s Representations and Warranties. Service Provider hereby represents and warrants that:
6.1.1 - Standard of Performance. Service Provider will perform the Services in a timely, professional and workmanlike manner and with a degree of quality equal to or higher than applicable industry standards for similar services.
6.1.2 - Remedy of Defects. Service Provider shall, without charge, correct any non-conformity, defect or malfunction in any service reported by Racing Models Limited within thirty (30) days of receipt of notice from Racing Models Limited, or if Service Provider is unable to make the service operate as warranted within such 30-day period, then Racing Models Limited may charge for any documentation required to fulfill the service providers failure to deliver (charged at £35+VAT per hour), or terminate immediately and the Service Provider shall refund to Racing Models Limited all fees paid for such defective Services within 10 days of termination. The remedies set forth in this Section 6.1.2 shall be non-exclusive and each Deliverable shall conform in all service respects with the description as set out in original agreements.
In exchange for Service Provider’s
obligations under this Agreement, Racing Models Limited shall pay Service Provider the
fees set out in the original agreement within the specified times.
8. Term and Termination.
This Agreement remains in effect until
terminated in accordance with this Section. Either party may terminate
this Agreement if the other party: (a) fails to provide services as indicated by service provider; (b) ceases operation without a successor; or (c) seeks
protection under any bankruptcy, receivership, trust deed, creditors
arrangement, composition or comparable proceeding, or if any such
proceeding is instituted against such party (and not dismissed within 60
days thereafter). Racing Models Limited may terminate this agreement under this agreement, at any time for any
reason and without warning.
Service Provider is solely responsible for maintaining such adequate health, automobile, workers’ compensation, unemployment compensation, disability, liability, and any other type of insurance required by law or as is common practice in Service Provider’s business including a comprehensive policy of insurance to cover Service Provider’s liability in respect of any act, omission or default for which Service Provider may himself become liable, or become liable to indemnify the Company under this Agreement (including insurance to cover third party, employer’s and professional liability claims). Upon request, Service Provider may be asked to provide Racing Models Limited with certificates of insurance or evidence of coverage before commencing performance under this Agreement. Service Provider shall acquire additional insurance, at its expense, if so required by either Racing Models Limited or a Racing Models Limited customer or client. Service Provider shall provide adequate coverage for any Racing Models Limited property under the care, custody or control of Service Provider or Service Provider’s personnel.
Service Provider will keep and maintain complete and accurate records in connection with its performance of the Services and all fees charged to Racing Models Limited under this Agreement and will retain these records for at least three (3) years after the amounts documented in these records become due. Racing Models Limited may audit such records during regular business hours upon reasonable advance notice and subject to reasonable confidentiality procedures not more than twice per year.