Introduction Agreement
THIS AGREEMENT is made on the day of 2023
BETWEEN:
(1) [insert details of Engineer] (the “Engineer”); and
(2) REACTIVE8 EMERGENCY SERVICES LIMITED whose registered office is at 81-83a Allerton Road, Mossley Hill, Liverpool, England, L18 2DA CRN 13754235 (“The Introducer”)
RECITALS
A. The Engineer specialises in providing plumbing services to a wide range of business and residential customers.
B. The Introducer may from time to time have an opportunity to introduce potential customers to the Engineer for the purchase of its services.
C. The Engineer has agreed to abide by the terms of this agreement as consideration for such referrals.
NOW IT IS AGREED AS FOLLOWS
1 Definitions
In this agreement unless the context otherwise requires:
1.1 “Commencement Date” means the date of signing this agreement;
1.2 “Confidential Information” means all Intellectual Property, business, technical, financial or other information created or exchanged between the parties including:
commercial information, including the terms of commercial agreements (and the existence of such agreements), the identity of customers, suppliers and collaborative partners, and buying and selling policies and procedures;
strategic and financial information, including business plans, past and current projects and proposals and unpublished accounts; and
third party information, including confidential information and information received in confidence from a third party, including information provided by collaborative partners.
1.3 “Customers” means prospective customers for the Services who are directed to the Engineer by the Introducer in pursuance of this agreement.
1.4 “Intellectual Property” means any patents, trade marks, logo, rights in domain names, copyright and databases of customers or rights in confidential information which may subsist now or in the future.
1.5 “Services” means the plumbing services to be provided by the Engineer to Customers details of which are set out in Schedule 1.
1.6 “Term” means an indefinite period from the Commencement Date until notice to terminate is given pursuant to Clause 4.
2 Interpretation
2.1 In this agreement unless otherwise specified:-
2.1.1 Reference to a party is a reference to a party to this agreement and includes their permitted assignees and their respective successors in title to substantially the whole of their undertaking;
2.1.2 Reference to a person includes any person, individual, company, firm, corporation, government, state or agency of a state or any undertaking whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists;
2.1.3 Words denoting the singular include the plural and vice versa and words denoting any gender include all genders;
2.2 The headings in this agreement are for information purposes only and shall be ignored in construing it.
2.3 The schedule forms part of the operative provisions of this agreement and references to this agreement shall, unless the context otherwise requires, include references to the recitals and the schedule.
3 Agreement
3.1 The Introducer may from time to time refer Customers to the Engineer in accordance with the terms of this agreement but shall have no obligation to do so. The Engineer shall enter into a contract directly with those Customers for whom he wishes to provide the Services.
4 Term
4.1 This agreement will continue until it is terminated by either party in accordance with clause 4.2 or 4.3.
4.2 Either party may terminate this agreement by giving the other one month’s notice in writing.
4.3 The Introducer may terminate this agreement forthwith by written notice to the Engineer if it has reasonable grounds to believe that the Engineer may be in breach of any of the terms of this agreement.
5 Warranties and Undertakings of the Engineer
5.1 The Engineer warrants that he holds appropriate professional and trade qualifications to carry out the Services safely and to a good standard and will provide the Services to the best of his ability and in an expert and diligent manner.
5.2 The Engineer undertakes that he will provide a copy of such qualifications to the Introducer on the signing of this agreement and will provide any subsequent renewals of qualifications promptly on receipt of same from any professional or trade body.
5.3 The Engineer undertakes that he will perform the Services referred by the Introducer if he chooses to accept such introductions to a good standard and promptly. The Engineer further undertakes that holds appropriate professional indemnity and other insurances sufficient to cover any and all claims that Customers may bring against him as a result of any alleged breach of contract or negligence on his part.
5.4 The Engineer undertakes to hold the Introducer harmless and hereby indemnifies the Introducer and undertakes to keep it indemnified against all and any liability, loss, damage, costs and expenses of whatever nature incurred or suffered in connection with the Engineer’s performance or breach of his agreement with the Customers including but not limited to any act or omission of or any negligence, willful default or breach of contract or duty by the Engineer.
6 Confidentiality
6.1 During the Term and following termination of this agreement for any reason the following obligations shall apply to the party disclosing Confidential Information (“the Disclosing Party”) to the other party (“The Receiving Party”).
6.2 Subject to Clause 6.3, the Receiving Party:
6.2.1 may not use any Confidential Information for any purpose other than the performance of its obligations under this agreement;
6.2.2 may not disclose any Confidential Information to any person except with the prior written consent of the Disclosing Party; and
6.2.3 shall make every effort to prevent the use or disclosure of the Confidential Information.
6.3 The obligations of confidence referred to in all the provisions of this clause shall not apply to any Confidential Information that:
6.3.1 is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain before its receipt by the Receiving Party;
6.3.2 is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;
6.3.3 is required to be disclosed by any applicable law or regulation; or
6.3.4 is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the other party to this agreement in respect of it and who proposes no obligation of confidence upon the Receiving Party.
6.4 Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any actual breach of the provisions of this clause in addition to any damages or other remedies to which it may be entitled.
6.5 The obligations of the Parties under all provisions of this clause shall survive the expiry of the termination of this agreement for whatever reason.
7 Assignment
Neither party shall assign, transfer, sub-contract, or otherwise transfer any or all of their rights and obligations under this agreement without the prior written consent of the other party.
8 The relationship of the Parties
8.1 Nothing in this agreement and no action taken by the parties pursuant to this agreement shall constitute, or be deemed to constitute, the relationship of partnership, association, joint venture, employer and employee or principal and agent.
8.2 At no time should the Engineer hold himself out as being an employee of the Introducer.
8.3 The Engineer shall not hold himself out as the agent of the Introducer, and shall not have any authority to act on behalf of the Introducer, to conclude any contracts or incur any obligation or liability on behalf of or binding upon the Introducer, or to sign any document on the Introducer’s behalf.
9 Notices
Any notice, demand or other communication given or made under or in connection with the matters as contemplated by this agreement shall be made in writing and shall be sent to the addresses shown above. Any such notice may be delivered personally or by first class pre-paid post and shall be deemed to have been served if by hand when delivered if by first class post after forty-eight hours.
10 Force majeure
Neither party shall be deemed to be in breach of this agreement or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under this agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event or circumstance beyond the reasonable control of that party (“an event of force majeure”).
11 Entire agreement
11.1 This agreement embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this agreement save for any representation made fraudulently.
11.2 No amendment of this agreement will be valid unless it is in writing and signed on behalf of both parties.
12 Governing law and jurisdiction
12.1 This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation shall be governed by and construed in accordance with the laws of England.
12.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England for the purpose of hearing and determining any suit, action or proceedings or settling any disputes arising out of or in connection with this agreement and for the purpose of enforcement of any judgment against their respective assets.
13 Exclusion of third party rights
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.
Signed by
…………………………………..
For and on behalf of [name of Engineer]
Signed by
…………………………………..
REACTIVE8 EMERGENCY SERVICES LIMITED
