Mindsetconsult associate-agreement

Associate Agreement between

Mindsetconsult FZE

and

[Associate]

For the provision of Services

to

Mindsetconsult FZE

Mindsetconsult FZE Associate Agreement

Mindsetconsult FZE V1.0

This Agreement is made on ?????????? between Mindsetconsult FZE - (3857180), whose registered office is at (" MINDSETCONSULT FZE "); and

???????????? (“The Associate”)

WHEREAS:

(a) MINDSETCONSULT FZE has identified a need for expert help, assistance and editorial services described below; and

(b) The Associate has agreed to provide such services to MINDSETCONSULT FZE upon the terms

set out below. 1 Definitions

This Agreement is for the supply of the Services to MINDSETCONSULT FZE and consists of these Terms of Agreement and the attached Schedules. Terms defined in the Terms of Agreement have the same meaning in the Schedules. a) "Associate Equipment" means the equipment owned and provided by the Associate to perform

the Services; 1.2 "Expenses" means such expenses as are agreed and detailed in Schedule 2

1.3 "Hours of Business" means the normal hours of business for the provision of the Services as

may be agreed by the parties from time to time and detailed in Schedule 1.

1.4 "Period of Agreement" means the period from the date of this Agreement until ????????? or

until it is terminated in accordance with the Terms of Agreement; (or such later date as may be agreed between the parties in writing).

1.5 "Management" means the managers of the respective parties whom have been given

responsibility for management of the project and as are detailed in clause 17 below. 1.6 "Services" means technical writing, consultancy and editorial services more particularly

described at Schedule 1, the work instruction, as the same may be amended or added to by written agreement of the parties from time to time.

1.7 "Service Fees" means the fees for the Services detailed in Schedule 2.

1.8 "Consultants" means any officers, employees, agents or sub-contractors engaged by the

Associate to perform the Services. 1.9 “Deed of Obligation” means a deed to be signed by all the Associates Consultants engaged on

the project see schedule 3. 1.10 "Confidential Information" includes (without limitation) all information in any form relating to the

private affairs, business, software, processes, technical know-how, inventions, projects (including their organisation and staff involved), customers, prices, commercial relationships or financial matters of either party or any information in respect of which either party is bound by an obligation of confidence to the other party or to any third party.

1.11 "Intellectual Property Rights" shall mean any copyright, extended or revived copyright, design

right, registered design right, patent, performer's property right, trade mark, database right or any similar right exercisable in any part of the world, including any application for registration of any patent, trade mark, registered design or similar registered rights in any part of the world.

1.12 "Associate Material" shall mean products, software, text, pictures, sounds, graphics data and all

other material created by the Associate which is not Existing Material or Commissioned Material.



1.13 "Existing Material", means any products, software, text, pictures, sound, graphics, data or any

other material protected by Intellectual Property Rights, and in existence at the time it is desired to make use of it.

1.14 "Commissioned Material", means all products, software, text pictures, sounds, graphics, data

and all other material the creation of which is commissioned from third parties (including without limit Consultant's) during the Period of Agreement by the Associate pursuant to the Services.

1.15 "Moral Rights" means all rights described in Part 1, Chapter IV of the Copyright Designs and

Patents Act 1988 and any similar rights of authors anywhere in the world. 1.16 "Property" means all material, Confidential Information, Associate Material, Existing Material and

Commissioned Material entrusted to the Associate by MINDSETCONSULT FZE . 1.17 "Restricted Period" means a twelve months period after the expiry or termination of this

agreement.



Terms of Agreement

2 Provision of the Services

2.1 The Associate shall supply the Services to MINDSETCONSULT FZE during Hours of Business for the Period of Agreement.

2.2 Any tasks to be performed under this Agreement shall be agreed in writing between the Associate and MINDSETCONSULT FZE 's Management prior to the commencement of such task. MINDSETCONSULT FZE and the Associate shall work closely together in order to establish the specification, standards and methods to be used in the provision of the Services.

2.3 The Associate shall provide the Services upon request throughout the Period of Agreement. Any

period during which the Services will not be able to be provided shall be agreed in advance with MINDSETCONSULT FZE in writing. The Associate shall give MINDSETCONSULT FZE at least 2 weeks prior written notice of any such foreseeable interruptions. The Associate shall immediately notify MINDSETCONSULT FZE in writing if for any reason it is unable to provide the Services at any time.

2.4 MINDSETCONSULT FZE may from time to time require the Associate to provide the Services outside the Hours of Business. The Associate will use its reasonable endeavours to comply with such requests but an individual Consultant will also retain the right to decline such request at all times.

2.5 The Associate shall procure that all Consultants engaged by it to perform the Services comply with

the Associate's obligations under this Agreement and acknowledges that any breach of any of the terms of this Agreement by the Consultants shall constitute a separate breach by the Associate for which the Associate shall be liable together when applicable with the Consultants.

2.6 The Associate may perform the Services using such Consultants as it selects pursuant to clause 2.7

subject to the Consultants continuing to meet the standards required by this Agreement, subject to the foregoing being approved by MINDSETCONSULT FZE and providing MINDSETCONSULT FZE 's standard confidentiality undertaking and the Associate making all reasonable endeavours to provide consistency and continuity of Service to MINDSETCONSULT FZE .

2.7 The Associate shall act in good faith and use all reasonable care and skill in the selection and

appointment of any Consultant necessary to fulfil the requirements of this Agreement. Without prejudice to clause 2.6 of this Agreement, the terms and conditions of such appointments shall at all times be in the best interests of MINDSETCONSULT FZE and the Associate and shall as far as possible keep MINDSETCONSULT FZE fully informed on a regular basis of any negotiations with any third party in respect of the Associate's obligations under this Agreement.

2.8 If in the course of providing the services hereunder the Associate decides to use the services of any

company in which the Associate has a financial interest, the Associate will declare this to MINDSETCONSULT FZE and before commissioning such Services obtain MINDSETCONSULT FZE 's written consent thereto, such consent not to unreasonably withheld.

2.9 The Associate shall ensure that during the course of this Agreement it:

i) performs the Services in accordance with MINDSETCONSULT FZE 's instructions using

the skill and care to be expected of a specialised consultancy Associate and in accordance with the best practice of the industry to ensure that the Services are performed properly and diligently; and

(b) takes all reasonable steps to safeguard the safety of the Consultants and the safety of all persons who may be affected by its actions whilst performing the Services at any premises it may be required to perform the Services; and

(c) uses its utmost endeavours to promote the interests and reputation of MINDSETCONSULT FZE at all times; and

(d) ensures that its other activities do not prevent it from performing its obligations under this Agreement properly; and

(e) provides the Associate Equipment and (without prejudice to clause 11) maintains adequate employer's, public liability and professional indemnity insurance covering the activities of it and its Consultants under this Agreement in accordance with good business practice; and



(f) begins performance of the Services within 2 business days of written request by MINDSETCONSULT FZE to do so, or such other period as is reasonable in the circumstances or as otherwise been agreed by the parties.

2.10 The Associate undertakes to remove and replace any Consultants who fail to meet the standards

required by this Agreement upon notification from MINDSETCONSULT FZE that in its reasonable opinion the relevant Consultant(s) have failed to meet those standards.

2.11 The Associate undertakes that it will use its best endeavours to make all of its Consultants aware of

and comply with any relevant laws, rules and regulations in the course of providing the Services including but not limited to health and safety, security, IT, systems and data protection policies, and that it and any Consultants will sign any confidentiality undertaking reasonably required by MINDSETCONSULT FZE .

2.12 Subject to the restrictions on disclosure of information and to the other obligations of the Associate contained in this Agreement, nothing in this Agreement shall prevent the Associate from engaging in other consultancy activities or providing services under other agreements.

2.13 Save as may be agreed in writing, the Associate shall not have authority to act on MINDSETCONSULT FZE 's behalf or to bind MINDSETCONSULT FZE in any way and the Associate shall ensure that neither it nor any of its Consultants holds itself out as an agent, director or employee of MINDSETCONSULT FZE .

2.14 The Associate warrants and represents that; (a) it and the Consultants which it engages to provide the Services are competent to provide

the Services; and (b) the contents of any promotional material and/or curricula vitae supplied by the Associate to

MINDSETCONSULT FZE are true and complete; and (c) the Consultants hold and will continue to hold the qualifications necessary to perform the

Services; and (d) it has full power and authority to enter into and perform this Agreement and is not bound by

any other agreement which adversely affects this Agreement.

2.15 The Associate undertakes and warrants that none of the Services including (without limit) the material produced or provided by it under this Agreement be offensive or obscene in nature, or infringe any relevant sponsorship or advertising rules, rules or regulations currently in existence issued by the Advertising Standards Authority, the European Commission or any relevant body.

2.16 If requested by MINDSETCONSULT FZE the Associate will in respect of the Services including

(where relevant and without limit) all material and each image or series of images produced or supplied relating to the Services under this Agreement, provide MINDSETCONSULT FZE (or to such party as it may direct) at the time of delivery of the Services an appropriately completed usage rights statement in the form required by MINDSETCONSULT FZE relating to the Services from time to time.

2.17 The Associate shall procure that in relation to each Consultant supplied by it that each of such

individuals has executed a Deed of Obligation in the form of Schedule 3 of this Agreement. 3 Time Recording

3.1 The Associate undertakes that it will record the time which it and its Consultants spend on providing the Services (and only that time).

4 Approvals and Marking

4.1 The Associate shall submit or make available to MINDSETCONSULT FZE (or to such party as it may direct) all material which is generated by or arises from or in connection with the Services for MINDSETCONSULT FZE 's prior written approval before any final version is agreed.

4.2 The Associate agrees to include in all materials produced pursuant to the provision of the Service such copyright notice, trade mark, logo and credits to MINDSETCONSULT FZE (or to such party as it may direct) as may be required by MINDSETCONSULT FZE from time to time and further



agrees that it should not apply the Associate's name to any such materials without the prior written consent of MINDSETCONSULT FZE .

4.3 The Associate will give notice to MINDSETCONSULT FZE immediately of any changes in the

estimated cost of any items in connection with the Services or any changes in plans, schedules or work in progress previously approved in writing by MINDSETCONSULT FZE and shall obtain MINDSETCONSULT FZE 's written consent to such changes before proceeding.

5 Invoicing & Payment

5.1 Payment of the Service Fees is conditional upon MINDSETCONSULT FZE , acting reasonably, being satisfied with the performance and completion of the Services and upon MINDSETCONSULT FZE receiving a valid VAT invoice for the Services. In any event the amount of Service Fee payable by MINDSETCONSULT FZE shall be subject to the performance adjustment detailed in Schedule 2

5.2 Payment of Service Fees and Expenses will be made to the Associate within 30 days of receipt

by MINDSETCONSULT FZE of a valid VAT invoice following completion of the Services or at such other time as the parties may agree in writing from time to time.

5.3 The contractor is responsible for the quality of all work they have produced and must comply with all MINDSETCONSULT FZE coding standards. When the contractor has completed their contract they must name and save all files into the correct location of the MINDSETCONSULT FZE servers as agreed with MINDSETCONSULT FZE Management.

The contractor must also check with MINDSETCONSULT FZE Management that the files saved are of correct quality and include all assets that have been used in the creation of the work.

If the above does not occur by the time the contractor leaves/invoices MINDSETCONSULT FZE then the contractor will be in breach of contract and will not be paid for any work undertaken for this contract.

6 Confidential Information

6.1 Neither party shall disclose to any third party any Confidential Information relating to the other party at any time acquired during the Term of Agreement or in completion of this Agreement and no reference is to be made to the terms of this Agreement or the Services supplied under it by either party in any advertising, publicity or promotional or other material without prior written consent of the other party. For the avoidance of doubt the Associate will ensure adequate physical security of premises to meet the requirements of this clause.

6.2 All information whether oral, written or otherwise recorded, regarding MINDSETCONSULT FZE

's affairs, business, plans or operations is confidential. Any such information is supplied to the Associate for the sole purpose of complying with its obligations under the Agreement.

6.3 The provisions of this clause 6 shall apply equally in relation to each of the parties' subsidiaries

from time to time existing.

6.4 The Associate may not disclose, without the express prior written consent of MINDSETCONSULT FZE , any Confidential Information or material to any third party or entity including (without limit) any company within the group of companies to which the Associate or MINDSETCONSULT FZE belong or with which they are connected.

6.5 The Associate will ensure that all of its Consultant's engaged in any activity relating to this

Agreement are made aware of the provisions of this clause 6 and are required to comply with them.

6.6 The provisions of this clause 6 shall survive termination of this Agreement together with any other

provision as is expressed or intended to survive termination of this Agreement.



7 Copyright and Ancillary Rights

7.1 The Associate confirms and acknowledges that all Intellectual Property Rights in any Associate Material and any developments or variations thereto, belong to MINDSETCONSULT FZE , and any goodwill in connection therewith belongs to MINDSETCONSULT FZE , and that the Associate shall not acquire any right or interest therein.

7.2 The Associate hereby assigns to MINDSETCONSULT FZE all its present and future Intellectual

Property Rights and waives any Moral Rights, in all Associate Material, and Commissioned Material and all necessary rights in Existing Material produced or provided under this Agreement and any agreement which this Agreement supersedes. In relation to performers' property rights these shall be assigned subject to any repeat fees previously agreed with the approval of MINDSETCONSULT FZE and any legally unwaivable right such as the right to equitable remuneration.

7.3 Subject to any Commissioned Material undertaken by third parties (including without limit

Consultants) in compliance with clause 7.4 below, the Associate warrants that the authors of any Commissioned Material produced pursuant to this Agreement produced such Commissioned Material in the course of their employment and/ or Appointment (as the case may be) by the Associate.

7.4 The Associate undertakes not to engage, without MINDSETCONSULT FZE 's express prior

written consent, any third parties (including without limit Consultants) to produce any Commissioned Material in furtherance of this Agreement unless that third party has assigned to MINDSETCONSULT FZE in writing all Intellectual Property Rights in the product of their services and has waived any Moral Rights and any rights to be identified as the author of, or to object to derogatory treatment of, anything so produced. The Associate will provide MINDSETCONSULT FZE with the executed assignment and waiver document, the Deed of Obligation Schedule 3, before engaging that third party to carry out the Services.

7.5 The Associate agrees to execute any document or do anything required by MINDSETCONSULT

FZE to confirm that all Intellectual Property Rights in the product of its services under this Agreement belong to MINDSETCONSULT FZE .

7.6 If the Associate intends to incorporate any Existing Material in the Services the Associate shall

inform MINDSETCONSULT FZE as soon as practicable and if no assignment of the Intellectual Property Rights in such Existing Material is possible and negotiate a grant of the required usage rights at pre-agreed reasonable cost to MINDSETCONSULT FZE .

7.7 The Associate shall procure that it and the Consultants:

(a) Immediately disclose the discovery or creation of any Intellectual Property Rights to MINDSETCONSULT FZE ; and

(b) at MINDSETCONSULT FZE 's request and expense assist MINDSETCONSULT FZE to register or otherwise protect any Intellectual Property Rights in the United Kingdom or elsewhere and execute all instruments and do all things reasonably necessary to vest such protection or registration in MINDSETCONSULT FZE (or such party as it may direct).

7.8 The Associate undertakes and warrants that none of the Services including (without limit) the

material produced or provided by it under this Agreement will infringe the Intellectual Property Rights or other rights of third parties and the Associate shall indemnify MINDSETCONSULT FZE against any claims for infringement of Intellectual Property Rights which arises out of MINDSETCONSULT FZE 's use of anything which the Associate supplies in performance of this Agreement, provided that MINDSETCONSULT FZE : (a) notifies the Associate promptly once it becomes aware of any alleged infringement; (b) makes no admissions nor attempts to settle or compromise any claim or action without

the Associate's written consent; (c) gives the Associate the sole conduct of the defence to any claim or action; and (d) acts in accordance with the reasonable instructions of the Associate and gives the

Associate such assistance as the Associate shall reasonably require in relation to any such claim or action.



7.9 If at any time any allegation of infringement of third party Intellectual Property Rights is made in

respect of anything the Associate supplies in performance of this Agreement or, in the Associate' reasonable opinion is likely to be made, the Associate may at its own expense modify or replace the same so as to avoid the infringement and MINDSETCONSULT FZE will ensure that the Associate is provided with all reasonable assistance required to exercise such rights.

7.10 The Associate shall re-imburse MINDSETCONSULT FZE 's costs (including legal costs) in complying with Clause 7.8 and 7.9.

8 Control, Ownership and Custody of Material

8.1 The Associate will keep in its care all Property entrusted to the Associate by MINDSETCONSULT FZE . The Associate will mark or otherwise identify the Property as being the property of MINDSETCONSULT FZE and will be responsible for its safekeeping.

8.2 The Associate shall not be entitled to destroy Property without MINDSETCONSULT FZE 's prior

written consent, except that if after 12 months from the Property coming into its possession the Associate gives written notice to MINDSETCONSULT FZE that it no longer requires the Property and MINDSETCONSULT FZE does not respond within 30 days from the date of the notice, the Associate shall be entitled to return the Property to MINDSETCONSULT FZE by delivery to MINDSETCONSULT FZE 's offices at the address shown at clause 1.

9 Indemnity

9.1 The Associate undertakes to indemnify MINDSETCONSULT FZE against all liabilities, claims, demands, actions, costs, damages or loss arising out of any breach by the Associate of any of the terms of this Agreement.

9.2 In the event of any claim, dispute, action, writ or summons by a third party arising out of a breach

referred to in clause 9.1 above, MINDSETCONSULT FZE agree to provide full details to the Associate at the earliest opportunity and shall not settle any such matter without first consulting the Associate, and giving the Associate the opportunity to take over the defence of any such claim, dispute, action, writ or summons.

10 Professional Bodies and Codes of Practice

10.1 The Associate shall confirm to MINDSETCONSULT FZE the professional or trade bodies of which it is a member within 20 days of the date of this Agreement, and shall notify MINDSETCONSULT FZE forthwith in the event that it ceases to be a member of such professional or trade body.

10.2 The Associate shall comply with the codes of practice of any professional or trade body of which it is a member and any other established industry codes of practice.

11 Insurance

11.1 The Associate confirms that a comprehensive insurance policy satisfactory to MINDSETCONSULT FZE is in force and will be in force throughout the term of this Agreement covering loss or damage to any Property material or things owned or supplied by MINDSETCONSULT FZE while such Property material or things are in the possession or under the control of the Associate. The Associate shall on request by MINDSETCONSULT FZE provide MINDSETCONSULT FZE with such copies or satisfactory evidence of such insurances to MINDSETCONSULT FZE .

11.2 Without prejudice to its liability to indemnify MINDSETCONSULT FZE hereunder, the Associate shall have in force and maintain at its own cost such policy or policies of insurance with insurers of repute as will give the Associate (or its Consultants) cover in a sum of not less than $1 million in respect of all of its potential liabilities and obligations under the provisions of this Agreement. The Associate shall on request by MINDSETCONSULT FZE provide MINDSETCONSULT FZE with all such documentation as is necessary to prove the Associate's continuing compliance with its obligations to insure under this provision.



12 Restrictions

12.1 During the Period of Agreement (including any extension) and for the duration of the Restricted Period after its expiry or termination the Associate shall not itself and shall procure that the Consultants shall not, other than subject to the written permission of MINDSETCONSULT FZE , directly or indirectly and whether on its own account or for any other person, firm or company, provide services whether as director, principal, agent, partner, consultant, employee or otherwise for any company, individual or enterprise anywhere in the world in respect of any products or services which compete with those in respect of which the Associate has been engaged under this Agreement;

12.2 The Associate confirms that this Agreement will not cause any conflict of interest with any of its existing clients and undertakes not to enter into any agreement with any third party during the Period of Agreement, or for a minimum of three months following the termination hereof, which MINDSETCONSULT FZE in its discretion believes would result in a conflict of interests with the interests of MINDSETCONSULT FZE .

12.3 The restrictions contained in this Clause 12 are considered reasonable by the parties but in the

event that any such restrictions shall be found to be void but would be valid if some part thereof were deleted or the Restricted Period reduced, such restriction shall apply with such modification as may be necessary to make it valid and effective.

13 Key Personnel

13.1 The parties agree to identify those Associate staff who are key personnel in the provision of Services under this Agreement and except where such staff have resigned from the employment of the Associate or have been dismissed for reason of gross misconduct the Associate will not remove such staff from MINDSETCONSULT FZE business without giving MINDSETCONSULT FZE reasonable written notice and without agreeing a suitable replacement with MINDSETCONSULT FZE .

14 Liability

14.1 The Associate shall account to MINDSETCONSULT FZE for any profits received in breach of this Agreement and MINDSETCONSULT FZE shall be entitled to set off such profits and other losses against any Service Fees owed by MINDSETCONSULT FZE to the Associate.

15 Term and Termination

15.1 This Agreement shall continue in force throughout the Period of Agreement subject to termination in accordance with the terms below and clause 17.

15.2 At MINDSETCONSULT FZE 's request, the parties may agree in writing to extend the Period of Agreement, subject to the availability of the Associate and any amendments to the terms of this Agreement and on MINDSETCONSULT FZE providing the Associate with at least 2 weeks' written notice.

15.3 MINDSETCONSULT FZE may terminate this Agreement immediately and without compensation

at any time by giving written notice to the Associate if:

(a) the Associate breaches any term of this Agreement and, if such breach is capable of remedy, fails to remedy such breach within 14 days of written notice to do so;

(b) the performance or non-performance of the Associate or any of its Consultants under this Agreement is, in MINDSETCONSULT FZE 's reasonable opinion, unsatisfactory;

(c) the Associate ceases or threatens to cease trading becomes insolvent or compounds or enters into a voluntary arrangement with its creditors or passes a resolution for winding up or is subject to a bankruptcy, winding up or administration order or if a receiver, administrative receiver or liquidator is appointed in respect of any of its business or assets.



15.4 The Associate may terminate this Agreement with the prior written consent of MINDSETCONSULT FZE if the Associate can show that it is unable to provide the Services due to a Force Majeure Event (as defined in Clause 16) or if the Associate reasonably claims in writing that it is unable to provide the Services as a result of MINDSETCONSULT FZE failing to provide the Associate with adequate facilities, information or support where the provision of the same by MINDSETCONSULT FZE had been previously agreed in writing.

15.5 [Either party may terminate this Agreement on 1 weeks written notice for any reason expiring on the last day of any calendar month.]

15.6 Termination of this Agreement shall not affect any rights or liabilities of any party which have accrued prior to the date of termination, nor any obligation which is expressed or intended to continue after the date of termination.

15.7 Upon termination of this Agreement in any circumstances, the Associate shall within 7 days of

such termination being effective deliver to MINDSETCONSULT FZE all correspondence, drawings, documents, tapes, papers, books, computer disks, equipment, files, work in progress carried out and other Property and materials (whether originals or copies) in its possession or in the possession of the Consultants produced in the course of providing the Services or which are the property of MINDSETCONSULT FZE .

15.8 For the avoidance of doubt the Associate acknowledges that in the event of termination of this

Agreement for any reason whatsoever, MINDSETCONSULT FZE shall be free to continue to reproduce and use, and to permit its licensees and assignees to reproduce and use, the product of all Services provided under this Agreement.

16 Force Majeure

16.1 In the event that either party cannot perform its obligations under this Agreement for any reason beyond the reasonable control of that party, including such events as war, industrial action, floods and Acts of God, then such non-performance of failure to fulfil its obligations shall be deemed not to be a breach of this Agreement. In the event that this Agreement cannot be performed or its obligation fulfilled for any reason beyond its reasonable control for a continuous period of three months then either party may, at its discretion, terminate this Agreement by notice in writing at the end of that period.

17 Notices and Project Management

17.1 All notices to be given under this Agreement or other necessary communications shall be in writing and addressed to, the key Management for the project;

MINDSETCONSULT FZE Associate

Paolo Piccotti ???????????? or as otherwise subsequently notified in accordance with this clause. Notices may be delivered personally or sent by pre-paid first class post or by facsimile or by e-mail and shall be deemed to have been served when delivered (if delivered personally) on the second day after the date of posting (if sent by first class post) and upon transmission (if sent by facsimile or e-mail and a satisfactory transmission and receipt report is obtained).

18 Reports and Meetings

18.1 Whenever a meeting or telephone call takes place at which an action is agreed by the parties or an instruction given by MINDSETCONSULT FZE to the Associate, a report of such shall be submitted to MINDSETCONSULT FZE by the Associate within 3 days. Discussions so reported will be considered to be approved by MINDSETCONSULT FZE unless the Associate is notified by MINDSETCONSULT FZE within 16 days of receipt.

18.2 The Associate shall within 5 days of the end of each calendar month submit a report detailing the activities undertaken during the previous month in performing its obligations under the Agreement together with such other information as MINDSETCONSULT FZE may request.



18.3 Both the MINDSETCONSULT FZE Project Manager and the Associate Project Manager shall

meet or communicate weekly throughout the Period of Agreement to discuss the progress made, service performance and nature of the working relationship between the parties.

19 Records and Audits

19.1 The Associate undertakes that it shall and shall procure that its Consultant's shall keep full and accurate books of account, records and contracts showing all time expended and expenditure incurred in connection with the Services.

19.2 The Associate agrees that during the Period of Agreement and for a reasonable period thereafter

(as notified to the Associate by MINDSETCONSULT FZE upon termination of the Agreement) it will permit and shall ensure that its Consultants will permit MINDSETCONSULT FZE to undertake or arrange for audits from time to time to inspect and make copies of any books of accounts records and contracts showing all time expended and expenditure incurred in relation to this Agreement.

19.3 The Associate agrees that on request it will provide and shall ensure its Consultants will provide

MINDSETCONSULT FZE with copies of any contract, record, document or other material in the possession or under the control of the Associate relating to MINDSETCONSULT FZE or the Services provided under this Agreement.

20 Relationship Between the Parties

20.1 This Agreement is not a contract of employment and neither party intends that it should constitute or create a relationship of employment. In particular the Associate shall be responsible for administering and paying all employer's and employee's income tax, National Insurance and similar contributions in respect of the Consultants and any VAT payable in respect of the Service Fees.

20.2 The Associate shall indemnify and keep MINDSETCONSULT FZE indemnified in full against (without limitation) any claims, actions, demands, costs (including legal costs), penalties and liabilities incurred in respect of or arising in connection with;

(a) any such income tax, National Insurance and similar contributions and any VAT

(including any penalties and interest) which may be found due by reason of any payment made under or in connection with this Agreement; and

(b) any claims for unfair dismissal, statutory or contractual redundancy payments,

termination payments; any claim arising from any obligation or duty under or in connection with any contracts of employment or for the provision of services; any claim arising from any other employment protection legislation or any criminal offence of any nature.

21 Assignment

21.1 Neither party shall assign, sub-contract or otherwise transfer its rights or obligations under this Agreement without the other's prior written consent, such consent not to be unreasonably withheld or delayed in any event.

22 Entire Agreement

22.1 Subject to the contents of any correspondence or documentation which pre-dates this Agreement, this Agreement including the Schedules and these Terms of Agreement contains the entire agreement between the parties and no variation of the Agreement will be binding unless made in writing signed by a director of each party. The terms in the Schedules shall prevail in the event of any conflict with these Terms of Agreement.



23 Third Party Rights

23.1 The Parties do not intend that any term of this Agreement should be enforceable by any third party as provided by the Contracts (Rights of Third Parties) Act 1999 but any third party right which exists or is available independently of that Act is preserved.

24 Severability

24.1 Each provision of this Agreement shall be construed separately and notwithstanding that any such provision may prove to be illegal or unenforceable the remaining provisions of this Agreement shall continue in full force and effect.

25 Waiver

25.1 Any waiver or amendment or any provision of this Agreement shall be effective only if in writing and signed by both parties.

26 Jurisdiction

26.1 This Agreement shall be governed and construed in accordance with the Italian law and the parties submit to the exclusive jurisdiction of the Italian court of Naples.

IN WITNESS whereof this Agreement has been executed on the date set out above.

Signed by Paolo Piccotti

duly authorised on behalf of

Mindsetconsult FZE

Signed by [Authorised Person]

duly authorised on behalf of

the Associate.



Schedule 1

Work instruction and services description

This agreement covers, but is not limited to, the provision of the following services:

WORK INSTRUCTION

Reference To be quoted on all correspondence and invoices.

Consultants Name:

Date(s) requested:

Total number of days:

Hours of business

Client Address:

Contact name:

Telephone number:

Email address:

Work description:

Special instructions:

Rate paid:

Expenses:



Schedule 2

Service Fees and Other Charges

1 Service Fees:

1.1 The Service Fee is ???????? [excluding VAT]. Please note invoices are only paid with a valid work instruction reference see schedule 1. This will

denote your invoice figures. 2 Expenses:

2.1 "Expenses" shall mean all sums reasonably and properly expended by the Associate to third

parties in furtherance of this Agreement which are not recouped from any third party. For the avoidance of doubt allowable expenses include but are not limited to:

travel

subsistence expenses 2.2 The Associate shall not incur any item of Expenses without the prior written consent of

MINDSETCONSULT FZE , such consent to be in the form of an official purchase order of MINDSETCONSULT FZE , or such other form as MINDSETCONSULT FZE may notify in advance for this purpose.

2.3 For the avoidance of doubt, the following shall not constitute Expenses:

2.3.1 routine postage, photocopying, telephones, faxes, office consumables.

2.3.2 couriers, magazines and subscriptions unless expressly authorised by MINDSETCONSULT FZE .

2.4 All Expense claimed by the Associate shall be net of all commissions and shall be based on the

actual cost incurred by the Associate. The Associate shall further account to MINDSETCONSULT FZE for any cumulative discounts rebates or credits received by the Associate from third parties in relation to services carried out or expenditure incurred pursuant to this Agreement. Where any such discounts rebates or credits relate to work carried out for more than one client of the Associate then the Associate's obligation shall be to account for an equitable portion thereof.

2.5 Payment of Expenses is subject to suitable receipts or other records being provided by the

Associate upon request by MINDSETCONSULT FZE . 2.6 Except as otherwise agreed by the parties, 2.6.1 Expenses shall be invoiced in arrears.

2.6.2 Any invoice for any item of Expenses shall state the number of the purchase order which authorised the incurring of that item of Expenses.

2.6.3 Invoices for Expenses shall be payable one month from date of receipt.

2.7 The Associate shall on request from MINDSETCONSULT FZE at any time submit a statement of the total Expenses incurred or committed as at the date of request or for each such other period as MINDSETCONSULT FZE may reasonably require.



SCHEDULE 3: ASSOCIATE STAFF – DEED OF OBLIGATION Company: MINDSETCONSULT FZE Limited Associate: [……………………….] Name of Associate Company's Staff Member: [………………….] For the benefit of MINDSETCONSULT FZE , the Client and the Associate, I, the above named Consultant of the Associate, hereby execute this deed and confirm that I have read the terms and conditions of the Agreement referred to above ("the Terms") and I expressly agree to: • carry out my duties with reasonable care and skill and to the best of my ability and to comply with

such reasonable requirements as may be notified to me from time to time by MINDSETCONSULT FZE or the Client;

• to comply with such rules as may apply to the Client's own employees and in all other respects to

comply with all other lawful instructions issued to me by the Client; • not to terminate my employment with the Associate Company without giving notice to the

Associate Company which is at least equivalent to the notice to which the Associate Company is obliged to give MINDSETCONSULT FZE in accordance with the Terms and

• in all other respects to abide by the Terms and not do any act, or omit to do any act, which would

cause the Associate Company to be in breach of the Terms. Specifically I will also; ???????????????????????? This Document is executed as a Deed by: __________________________________________ (Signature of Associate Company Consultant) _____________________________________________ (Printed Name of Associate Consultant) _____________________________________________ (Date) in the presence of: _____________________________________________ (Name of Witness) _____________________________________________ (Address of Witness) _____________________________________________ (Signature of Witness) _____________________________________________ (Date)

Mindsetconsult associate-agreement

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