Develop Safe Contract
This Building Contract (hereinafter referred to as “Contract”) is entered into and made effective on this day of 2020,
BY AND BETWEEN: Name of the Homeowner, resides at: [Address] (hereinafter referred to as the “Client”)
AND Name of the Builder, resides at: [Address] (hereinafter referred to as the “Contractor”
WITNESSETH as under:
WHEREAS, Client desires to engage the services of the Contractor to provide the services hereinafter described;
WHEREAS, the Contractor has the necessary qualifications, experience, skills, expressing interest and abilities to provide services to the Client hereinafter described;
WHEREAS, the parties do wish to set forth terms and conditions upon which such services will be provided to the Client
WHEREAS, the Contractor agrees to provide such services to the Client on the terms and conditions as set forth in this Contract;
NOW THEREFORE, in consideration of the facts as hereinbefore recited, and the mutual covenants, terms, conditions, restrictions and promises contained hereinafter, other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
- SCOPE OF THE AGREEMENT/ SERVICES PROVIDED:
- During the Term of this Contract, the Contractor shall provide the following services (hereinafter referred to as “Services”):
- Home Construction;
- Home Renovation;
- Home Design;
- Any other service asked by the Client and Agreed by the Contractor from time to time;
- The services mentioned in sub-clause (iv) shall be considered as an integral part of the services and the Contractor hereby agrees to provide such services to the Client;
- The Client, for the additional services, shall pay additional remuneration upon the terms and conditions agreed by the both parties thereto.
- The Client shall pay for services and reimbursable expenses in a total amount of £ upon completion of the services to the satisfaction of the Client;
- The Client shall pay for services performed in accordance with this Contract at an hourly rate of £ and reimbursable expenses in the amount of £ . The Contractor shall invoice monthly;
- In connection with providing the services, the Contractor shall be entitled to reimburse from time to time for reasonable and necessary expenses incurred, providing that all such expenses are pre-approved by the Client;
- All the invoices submitted by the Contractor to the Client shall be due on behalf of the Client for the payment within days of the receipt;
- In the event of termination of the Contract by the Client prior to completion of the Services and where the Services have been partially performed, the Contractor shall be entitled to pro rata payment to the date of termination provided that there has been no breach of Contract on behalf of the Contractor;
- The Contractor shall maintain complete and accurate records of all payrolls, expenditures, disbursements, invoices and other cost items charged to Client and all such record shall be clearly identifiable;
- The Contractor shall allow the Client or any of its appointed representatives, either expressly or impliedly, to inspect, examine, copy and audit such records during regular business hours upon 24 hours’ notice;
- The Contractor shall be responsible for all Income Tax Liabilities and National Insurance or similar contributions relating to the payment.
- TERM OF CONTRACT:
- The term of the Contract (hereinafter referred to as “Term”) shall begin on the date of this Contract and remain in full force and effect until the completion of the Services, subject to earlier termination as provided in the Contract;
- Where either Party wishes to terminate the Contract prior to the completion of the Services, the Party wishing to do the same shall be required to provide days’ written notice to the other party;
- The term for the Contract may be extended with the written consent of the Parties;
- RIGHTS AND DUTIES OF THE CONTRACTOR:
- At all times during the Term of this Agreement, it is expressly agreed that in the performance of the services necessary to carry out this Contract, the Contractor shall be an independent contractor and shall not be an employee of the Client;
- Contractor has and shall retain the right to exercise full control and supervision of the services, and full control over the employment, direction, compensation and discharge of all persons assisting Contractor in the performance of Contractor’s services hereunder;
- Contractor shall be solely responsible for all matters relating to the payment of Contractor’s employees, including compliance with social security, withholding, and all other regulations governing such matters, and shall be solely responsible for Contractor’s own acts and those of Contractor’s subordinates, subcontractors, agents, and employees;
- Contractor is responsible for all insurance and all taxes, charges, fees, benefits or contributions required to be paid or withheld on behalf of Contractor, including, but not limited to, compliance with social security, withholding, and all other regulations governing such matters;
- The Contractor shall not have any authority to enter into agreements or contracts on behalf of the Client, and shall not represent that it possesses any such authority;
- The Contractor shall not be entitled to any of the Client’s benefits;
- The Contractor shall not be entitled to disclose about projects, designs, models, names, and any other information provided by the Client in the course of business and the disclosure of which is detrimental to the interests of the Client;
- Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other fiduciary relationship.
- OWNERSHIP OF INTELLECTUAL PROPERTY:
- Subject to the prior written consent of the Client, all the work done or information or other materials created and developed by the Contractor in connection with the performance of the Services under this Contract and any resulting intellectual property rights (collectively, referred to as the “Work Product”) are the sole and exclusive property of Client;
- The Contractor hereby assigns to Client all of Contractor’s rights, title and interest in and to the Work Product, including but not limited to all copyrights, publishing rights and rights to use, reproduce and otherwise exploit the Work Product in any and all formats, media, or all channels, whether now known or hereafter created;
- The Contractor shall be responsible for any or all damages resulting from the unauthorised use of the Intellectual Property;
- RETURN OF PROPERTY:
- Upon the expiry or termination of the Contract, the Contractor shall return to the Client any property, documentation, records or Confidential Information which is the property of the Client;
- In the event that the Contract is terminated by the Client prior to completion of the Services, the Contractor shall be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to Compensation in lieu of recovery.
- NON DISCLOSURE OF CONFIDENTIAL INFORMATION:
- For the purposes of this Agreement, save any disposition to the contrary and unless the context requires a different interpretation, “Confidential Information” shall include, but not be limited to all data, materials, products, product plans, technology, technical procedures, specifications, manuals, business plans, marketing plans, financial information, documents, records, information drawings, models, apparatus, sketches, designs, schedules, manufacturing processes, analyses, compilations, studies, prototypes, samples, formulas, methodologies, formulations, know-how, experimental results, specifications and other business information relating to the Client’s business, assets, operations or contracts or any other information disclosed, furnished or submitted as confidential, either orally or in writing, or by any other media to the Contractor and/or its affiliates by the Client and/or its affiliates;
- The Confidential Information shall be used by the Contractor solely for the purpose of the work assigned to the Contractor under this Contract;
- Such information shall be kept strictly confidential by the Contractor except that the Confidential Information or any portion thereof may be disclosed to affiliates, teammates, advisors, attorneys, agents, potential bidding partners, subcontractors and other Representatives (each a “representative”, and collectively, “representatives”) of the Receiving Party who needs to know such information for the purpose of completion of the Services assigned to the Contractor under this Contract;
- Such information shall only be disclosed with the prior consent of the Client and such consent may be Oral or in Writing depending upon the circumstances whereof;
- The Contractor either himself or through his representatives or affiliates shall not be entitled to resell or publish any Confidential Information provided by the Client without the prior written consent of the Disclosing Party;
- The Contractor in order to complete the work assigned by the Contract may also include third parties into his team. Such inclusion shall be subject to the validation by the Client and such third party shall be obliged by the terms and provisions of this Contract;
- In the event that the Contractor or any of its Representatives receives a request to disclose all or any part of the Confidential Information under the terms of Subpoena or Order issued by a Court of competent jurisdiction or similar process:
(i). the Contractor agrees to promptly notify the Client of the existence, terms and circumstances surrounding such a request, and
(ii). if the Contractor or its applicable Representatives is in the opinion of its counsel compelled to disclose all or a portion of the confidential information, the Contractor or its applicable Representatives may disclose that Confidential Information that its Counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Confidential Information that is being so disclosed.
- RIGHT OF SUBSTITUTION:
- Except as otherwise provided in this Contract, the Contractor may, with the prior consent of the Client, engage a third party subcontractor to perform some or all of the obligations of the Contractor under this Contract;
- The Client shall not hire or engage any third parties to assist with the provision of the Services;
- In the event that the Contractor hires a subcontractor and subcontracting of work is permitted by the Client:
(i). The Contractor shall pay the subcontractor for its Services and the Compensation shall remain payable by the Client to the Contractor;
(ii). for the purposes of the Indemnification clause of the Contract, the subcontractor is an agent of the Contractor;
(iii). Contractor shall pay subcontractor within days of receipt of payment by Client for work performed by a subcontractor;
- Client is an intended beneficiary of any work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and Client.
- Except as otherwise provided in this Contract, the Contractor shall have full control over working time, methods and decision making in relation to provision of the Services in accordance with the Contract;
- The Contractor shall also be responsive to the reasonable needs and concerns of the Client.
- CONFLICT OF INTEREST:
- Contractor warrants and covenants that Contractor presently has no interest in, nor shall any interest be hereinafter acquired in, any matter which will render the services required under the provisions of this Contract a violation of any applicable state legislation.
- In the event that any conflict of interest should nevertheless hereinafter arise, Contractor shall promptly notify Client of the existence of such conflict of interest so that Client may determine whether to terminate this Contract.
- 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 to the other Party, and its respective affiliates, officers, agents, employees and permitted successors and assigns against any and claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or which 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 Contract;
- The indemnification shall survive the termination of the Contract.
- MODIFICATION OF THE CONTRACT:
Any amendment or modification of the Contract or additional obligation assumed by either party in connection with the Contract will only be binding if evidenced in writing signed by each Party or an authorised representative of each party.
- GOVERNING LAW:
This Contract shall be governed by and construed in accordance with the laws of United Kingdom.
- If it is found in a final judgment by a Court of competent jurisdiction (not subject to further appeal) that any term or provisions hereof is invalid or unenforceable:
(i). the remaining terms and provisions shall be unimpaired and shall remain in full force and effect, and
(ii). the invalid or unenforceable term or provision shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term and provision.
Neither Party shall be deemed to have waived any provision of this Agreement nor the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
IN WITNESS WHEREOF, the Parties have duly affixed their signatures under hand and seal on this day of ,2020.