FFp-122 Schedule of services & terms of business

Introduction

This agreement is between The File Factory 2009 Ltd, the service provider, and the Client.

---

Cost and payment terms

The File Factory 2009 Ltd shall send its invoice to the Client at the end of each calendar month. The Client shall pay the invoice within 30 days of the Date of the Invoice.

Any invoices which remain unpaid for 60 days after the issue date will automatically be assigned to HSBC Bank Plc for collection. The debt will then become the property of HSBC Bank Plc.

---

CONFIDENTIALITY (Privacy Policy)

All information given by the Client or otherwise obtained by The File Factory 2009 Ltd relating to the Client's business or operations or its affiliates or any person, firm, company or organisation associated with the Client (except for information which is in or enters the public domain other than by breach of this clause) will be treated by The File Factory 2009 Ltd, its employees, agents and sub-contractors as confidential and not used other than for the benefit of the Client nor disclosed to third parties without prior written consent of the Client except to the extent required by law in those circumstances The File Factory 2009 Ltd shall give prompt written notice of the disclosure.

---

LAW

The laws of England shall govern this agreement.

---

FORCE MAJEURE

A delay by or failure of performance by either The File Factory 2009 Ltd or the Client shall not constitute default under this agreement nor give rise to any claim for damages if and to the extent such delay or failure is caused by occurrences beyond the control of the party affected.

---

Ownership of Goods

All goods will remain the sole property of The File Factory 2009 Limited, until all outstanding invoices have been settled in full.

---

Non-solicitation Agreement

Whilst recognising the freedom of our staff to work where they choose, The File Factory 2009 Ltd has a legitimate interest in maintaining a stable trained workforce in a highly competitive business and in protecting restrictive covenants in employees' contracts.

For the purposes of this agreement:

"The File Factory 2009 Ltd" means The File Factory 2009 Ltd

"The Client" means the partnership of the Client and any of its authorised agents, contractors and staff.

"Project" means any work, which is undertaken by The File Factory 2009 Ltd for the Client as defined by contract, and any preliminary or preparatory work carried out in advance of the work to be undertaken by The File Factory 2009 Ltd.

"Relevant period" means the duration of the project plus 3 months after the project has finished.

With that interest in mind, the Client agrees with The File Factory 2009 Ltd, the following:

1. During the relevant period, the Client shall not recruit or retain, or seek to recruit or retain, the services of an employee or contract worker of The File Factory 2009 Ltd, who is engaged on a project, without the express written permission of the Directors of The File Factory 2009 Ltd.
2. If, during the relevant period, the Client recruit or retain, or seek to recruit or retain, such employees or contract workers as described in paragraph 1, it shall be liable to pay The File Factory 2009 Ltd a fee of 25% of the annual salary offered by the Client to the relevant employee or contract worker for the inconvenience caused
3. The File Factory 2009 Ltd is a File Manufacturing Company which provides products as agreed with the Client.