This Agreement is between ("Client"), and FABULOR NV ("FABULOR NV "), having its principal place of business at Geelsebaan 63a 2460 Kasterlee, Belgium
In consideration of Client retaining FABULOR NV to perform support services for Client, it is agreed as follows:
1. Compensation and Term
Client hereby retains FABULOR NV and FABULOR NV hereby agrees to perform the following services: Consulting services of FABULOR NV as required by Client, for a business day or half of a business day. FABULOR NV will at various times perform services at Client's headquarters, at other Client facilities, or at FABULOR NV facilities, as directed by Client. FABULOR NV will perform the services at various times and for various durations as directed by Client.
Reasonable and necessary business and travel expenses actually incurred by FABULOR NV shall be reimbursed by Client upon submission of expense reports with back-up documentation. All such expenses and all travel plans must be approved in advance by Client.
FABULOR NV shall provide detailed invoices and shall maintain, and provide, upon request, backup documentation for a period of one year from the date of the respective invoices. Client shall make in advance the full payment for services within 1 business day of invoice. If FABULOR NV brings a legal action to collect any sums due under this Agreement, it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable attorney's fees.
This Agreement shall remain in effect until all obligations under this Agreement have been properly completed. Either party to this Agreement may terminate this Agreement with or without cause by providing at least 1 days written notice to the other party.
2. Warranties by FABULOR NV
FABULOR NV represents and warrants to Client that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, provincial and municipal laws. Client shall provide requisite training for additional products or services required by this Agreement which are not within FABULOR NV 's area of expertise.
3. Independent Contractor
FABULOR NV acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. FABULOR NV shall not enter into any contract or commitment on behalf of Client. FABULOR NV further acknowledges that it is not considered an affiliate or subsidiary of Client, and is not entitled to any Client employment rights or benefits. It is expressly understood that this undertaking is not a joint venture.
4. Confidentiality
FABULOR NV recognizes and acknowledges that this Agreement creates a confidential relationship between FABULOR NV and Client and that information concerning Client's business affairs, customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Client is hereinafter collectively referred to as "Confidential Information." FABULOR NV agrees to follow Client Information Security procedures and otherwise take all reasonable precautions for the protection of Confidential Information.
5. Non-Disclosure
FABULOR NV agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Client all documents, papers, and other matter in its possession or control that relate to Client. FABULOR NV further agrees to bind its employees and subcontractors to the terms and conditions of this Agreement.
6. Grant
FABULOR NV agrees that its work product produced in the performance of this Agreement shall remain the exclusive property of Client, and that it will not sell, transfer, publish, disclose or otherwise make the work product available to third parties without Client's prior written consent. Any rights granted to FABULOR NV under this Agreement shall not affect Client's exclusive ownership of the work product.
7. Office Rules
FABULOR NV shall comply with all office rules and regulations, including security requirements, when on Client premises.
8. Conflict of Interest
FABULOR NV shall not offer or give a gratuity of any type to any Client employee or agent.
9. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the Region of Flanders located in the Kingdom of Belgium.
10. Entire Agreement and Notice
This Agreement contains the entire understanding of the parties and may not be amended without the specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered email.