MARKETING SERVICES AGREEMENT (the “Agreement”) between

Market Centre / Agent of As per SLA (the “Client”) AND Propel Marketing Consultancy (trading as KW Propel) of 20-22 Wenlock Road, London, England, N1 7GU (the “Supplier”).

Background

  1. The Client is of the opinion that the Supplier has the necessary qualifications, experience and abilities to provide services to the Client.
  2. The Supplier is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Supplier (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

  1. The Client hereby agrees to engage the Supplier to provide the Client with services (the “Services”) consisting of:
    • The Supplier will provide the Client with defined marketing services for their business, for defined monthly subscription.
  2. The Services will also include any other tasks which the Parties may agree on. The Supplier hereby agrees to provide such Services to the Client.
  3. Term of Agreement

  4. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
  5. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least one calendar months’ notice to the other Party after an initial three-month trial commitment period.
  6. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
  7. This Agreement may be terminated at any time by mutual agreement of the Parties.
  8. Except as otherwise provided in this Agreement, the obligations of the Supplier will end upon the termination of this Agreement.
  9. Performance

  10. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  11. The Supplier agrees to undertake the services upon payment of Compensation (see clause 11 and Schedule 1).
    Currency
  12. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in UK Pounds.
  13. Compensation

  14. For the services rendered by the Supplier as required by this Agreement, the Client will provide compensation (the “Compensation”) to the Supplier at the rate defined in Schedule One.
  15. A deposit at the rate defined in Schedule One. (the “Set Up Fee”) will be payable to the Supplier before any work will begin.
  16. The Compensation will be payable on a monthly basis by Direct Debit, while this Agreement is in force.
  17. The Compensation can be payable on an annual basis by invoice or credit card, while this Agreement is in force.
  18. The Compensation as stated in this Agreement does not include value added tax, or other applicable duties as may be required by law. Any value added tax and duties required by law will be charged to the Client in addition to the Compensation.
  19. Compensation is subject to annual review to reflect inflation and other costs.
  20. Reimbursement of Expenses

  21. The Supplier will not be reimbursed for expenses incurred by the Supplier in connection with providing the Services of this Agreement.
  22. Confidentiality

  23. Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client
  24. The Supplier agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Supplier has obtained, except as authorised by the Client. This obligation will survive the expiration or termination of this Agreement and will continue indefinitely.
  25. All written and oral information and materials disclosed or provided by the Client to the Supplier under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Supplier.
  26. Non-Competition

  27. Other than with the express written consent of the Client, which will not be unreasonably withheld, the Supplier will not be directly or indirectly involved with a business which is in direct competition with the particular business line of the Client, divert or attempt to divert from the Client any business the Client has enjoyed, solicited, or attempted to solicit, from other individuals or corporations, prior to the expiration or termination of this Agreement. This obligation will survive the expiration or termination of this Agreement and will continue for one (1) year from the date of such expiration or termination.
  28. Non-Solicitation

  29. The Supplier understands and agrees that any attempt on the part of the Supplier to induce other employees or Suppliers to leave the Client’s employ, or any effort by the Supplier to interfere with the Client’s relationship with its employees or other service providers would be harmful and damaging to the Client.
  30. During the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement, the Supplier will not in any way directly or indirectly:
    • induce or attempt to induce any employee or other service provider of the Client to quit employment or retainer with the Client;
    • otherwise interfere with or disrupt the Client’s relationship with its employees or other service providers;
    • discuss employment opportunities or provide information about competitive employment to any of the Client’s employees or other service providers; or
    • solicit, entice, or hire away any employee or other service provider of the Client.
    Ownership of Materials and Intellectual Property

  1. All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the property of the Supplier. The Client is granted a non-exclusive limited-use license of this Intellectual Property. Any content produced during the course of this Agreement may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
  2. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Supplier. Intellectual property rights include the look and feel of any content produced.
  3. Return of Property

  4. Upon the expiry or termination of this Agreement, the Supplier will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
  5. Capacity/Independent Supplier

  6. In providing the Services under this Agreement it is expressly agreed that the Supplier is acting as an independent Supplier and not as an employee. The Supplier and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
  7. Notice

  8. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
    • Market Centre / Agent As per SLA
    • Propel Marketing Consultancy (trading as KW Propel) 20-22 Wenlock Road, London, England, N1 7GU

    or to such other address as any Party may from time to time notify the other.

    Indemnification

  1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
  2. Insurance

  3. The Supplier will be required to maintain general liability insurance including coverage for bodily injury and property damage at a level that would be considered reasonable in the industry of the Supplier based on the risk associated with the characteristics of this Agreement and only to the extent permitted by law. All insurance policies will remain materially unchanged for the duration of this Agreement.
  4. Legal Expenses

  5. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
  6. Modification of Agreement

  7. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
  8. Time of the Essence

  9. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  10. Assignment

  11. The Supplier will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
  12. Entire Agreement

  13. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  14. Enurement

  15. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
  16. Titles/Headings

  17. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  18. Gender

  19. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  20. Governing Law

  21. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of England, without regard to the jurisdiction in which any action or special proceeding may be instituted.
  22. Severability

  23. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  24. Waiver

  25. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.