Approved clause language for counter-positions, redlines and drafts.
Consultant shall not disclose to any third party or make use of any information relating to the Contract, Client or Client's business which Consultant knows or ought reasonably to be aware is considered confidential by the Client, during or following termination of engagement.
All intellectual property rights comprised in or arising from the Services shall vest in and be the property of the Client. Consultant agrees to execute all documents and assignments and do all such things as may be necessary to perfect the Client's title to such rights.
Client shall indemnify and hold harmless the Consultant from and against any third-party claims, losses, damages, costs (including reasonable legal costs) and expenses arising out of or in connection with: (i) any instructions, specifications, requirements or other information supplied by the Client to the Consultant; (ii) any inaccuracy, incompleteness or misleading nature of information or materials provided by the Client; or (iii) the Client's use or exploitation of any deliverables produced under the Contract.
Upon termination of the Contract for any reason, all outstanding invoices become immediately due and payable by the Client, with no right of set-off, counterclaim or deduction. Consultant may submit a final invoice upon or following notice of termination covering all accrued Fees and expenses up to termination date.
If Client fails to pay an invoice by the due date, interest accrues on the overdue amount at 8% per annum above the Bank of England base rate from the due date until actual payment, and the Consultant may recover reasonable debt recovery costs.
Consultant shall perform the Services with reasonable skill, care and diligence.
Client may suspend performance of Services at any time by written notice. During suspension, Consultant's right to receive Fees continues to accrue in full. If suspension continues for more than 14 consecutive days, Consultant may terminate the Contract on 7 days' written notice, with all accrued Fees immediately due and payable.