Pure Marketing Consultancy Co. Ltd Agreement

 

This Consultancy Agreement (the “Agreement”) is made and entered into this by Pure Marketing Consultancy Co. Ltd with its principal place of business located 35/Floor, Two Pacific Place, 8 Queensway, Admiralty, Hong Kong and hereinafter referred to individually as “Party” and collectively as “the Parties”.

 

          NOW, THEREFORE, the Parties at this moment agree as follows:

 

 

1.       Engagement and Services

 

(a)      Engagement. Hereby engages Pure Marketing Consultancy Co. Ltd to provide and perform the services outlined in the “Request for Report” form hereto (the “Services”), and Pure Marketing Consultancy Co. Ltd at this moment accepts the engagement.

 

(b)     Standard of Services. All Services to be provided by Pure Marketing Consultancy Co. Ltd shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of a consultant with the background and experience that Pure Marketing Consultancy Co. Ltd has represented it has. You shall provide such access to its information, property and personnel as may be reasonably required to permit Pure Marketing Consultancy Co. Ltd to perform the requested services from the “Request for Report” form.

 

(c)      Representation and Warranty. Pure Marketing Consultancy Co. Ltd represents and warrants to your company that it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement or which will interfere with the performance of the services.

 

2.       Consultancy Period

 

(a)      Commencement. This Agreement shall commence and remain in effect until the completion of the Services or the earlier termination of this Agreement as provided the “Consultancy Period”.

 

(b)     Termination. This Agreement may be terminated by your company, without cause and liability, by giving 7 calendar days written notice of such termination to Pure Marketing Consultancy Co. Ltd after confirmation of services. This Agreement may be terminated by either party by giving 7 calendar days written notice of such termination to the other party.

 

(c)      Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued before the effective date of termination and except as otherwise expressly provided in this Agreement.

 

3.       Consultancy Fee and Expenses

 

(a)      Consultancy Fee. In consideration of the services to be rendered hereunder, your company shall pay Pure Marketing Consultancy Co. Ltd a consultancy fee of HKD 500 per hour of services provided to your company.

(b)     Expenses Pure Marketing Consultancy Co. Ltd shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts by the then regular procedures of your company.

 

(c)      Payment. Pure Marketing Consultancy Co. Ltd shall submit to the Company an invoice detailing the services performed during the preceding month and the amount due. All such invoices shall be due and payable within 7 days after receipt thereof by your company.

 

4.       Work Product and License

 

(a)      Defined. In this Agreement the term "Work Product" shall mean all work product generated by Pure Marketing Consultancy Co. Ltd solely or jointly with others in the performance of the Services, including, but not limited to, any information, notes, material, drawings, records, diagrams, formulae, processes, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets.

 

(b)     Ownership. Pure Marketing Consultancy Co. Ltd agrees to assign and does at this moment assign to your company all rights, title and interest in and to the “Work Product”. All “Work Product” shall be the sole and exclusive property of your company and Pure Marketing Consultancy Co. Ltd.  

Pure Marketing Consultancy Co. Ltd agrees, at the request and cost of your company, to promptly sign, execute, make and do all such deeds, documents, acts and things as your company may reasonably require or desire to perfect your company's entire right, title, and interest in and to any “Work Product”.  

Pure Marketing Consultancy Co. Ltd will not make any use of any of the “Work Product” in any manner whatsoever without your company’s prior written consent. All “Work Product” shall be promptly communicated to your company.

 

(c)      License. If Pure Marketing Consultancy Co. Ltd integrates any work that was previously created by the Pure Marketing Consultancy Co. Ltd into any “Work Product”, Pure Marketing Consultancy Co. Ltd shall grant to, and your company is hereby granted, a worldwide, royalty-free, perpetual, irrevocable license to exploit the incorporated items, including, but not limited to, any copyrights, patents, designs, trade secrets, trademarks or other intellectual property rights, in connection with the “Work Product” in any manner that your company deems appropriate. Pure Marketing Consultancy Co. Ltd warrants that it shall not knowingly incorporate into any “Work Product” any material that would infringe any intellectual property rights of any third party.   

 

5.       Confidential Information

 

(a)      Defined. In this Agreement, the term “Confidential Information” shall mean the “Work Product” and any information relating to your company’s business, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, finances disclosed by Company either directly or indirectly in writing, orally or visually, to Pure Marketing Consultancy Co. Ltd. Confidential Information does not include information which:

 

(i) is in or comes into the public domain without breach of this Agreement by the Pure Marketing Consultancy Co. Ltd,

(ii) was in the possession of Pure Marketing Consultancy Co. Ltd before receipt from your company and was not acquired by Pure Marketing Consultancy Co. Ltd from your company under an obligation of confidentiality or non-use,

(iii) is acquired by Pure Marketing Consultancy Co. Ltd from a third party, not under an obligation of confidentiality or non-use to your company, or

(iv) is independently developed by Pure Marketing Consultancy Co. Ltd without the use of any Confidential Information of your company.

 

(b) Obligations of Non-Disclosure and Non-Use. Unless otherwise agreed to in advance and writing by your company, Pure Marketing Consultancy Co. Ltd will not, except as required by law or court order, use the Confidential Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any third party.

 

Pure Marketing Consultancy Co. Ltd may disclose the Confidential Information only to those of its employees who need to know such information. In addition, before any disclosure of such Confidential Information to any such employee, such employee shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement. In any event, Pure Marketing Consultancy Co. Ltd shall be responsible for any breach of the terms and conditions of this Agreement by any of its employees. Pure Marketing Consultancy Co. Ltd shall use the same degree of care to avoid disclosure of the Confidential Information as it employs concerning its Confidential Information of like importance, but not less than a reasonable degree of care.  

 

(c) Return of Confidential Information. Upon the termination or expiration of this Agreement for any reason, or upon your company’s earlier request, Pure Marketing Consultancy Co. Ltd will deliver to your company all of your company’s property or Confidential Information in a tangible form that Pure Marketing Consultancy Co. Ltd may have in its possession or control. Pure Marketing Consultancy Co. Ltd may retain one copy of the Confidential Information in its legal files.

 

6.       Interference with Business

 

(a)      Non-Competition. During the term of this Agreement, Pure Marketing Consultancy Co. Ltd will engage in no business or other activities that are, directly or indirectly, competitive with the business activities of your company without obtaining the prior written consent of your company.

 

(b)     Non-Solicitation. Pure Marketing Consultancy Co. Ltd agrees that for one (1) year after the termination of this Agreement, Pure Marketing Consultancy Co. Ltd shall not:

(i) divert or attempt to divert from your company any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers or customers, or  

(ii) employ, solicit for employment, or recommend for employment any person employed by your company, during the Consultancy Period and for one (1) year thereafter.

 

7.       Independent Contractor

Pure Marketing Consultancy Co. Ltd agrees that all services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship between Pure Marketing Consultancy Co. Ltd and the Company. Pure Marketing Consultancy Co. Ltd shall have no right to receive any employee benefits provided by your company to its employees. This Agreement does not authorize Pure Marketing Consultancy Co. Ltd to act for your company as its agent or to make commitments on behalf of your company.

 

8.       Non-Publicity

Each of Company and Pure Marketing Consultancy Co. Ltd agrees not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys or auditors who need to know such information, (ii) as required by law or court order, (iii) as required in connection with the reorganization of a Party, or its merger into any other corporation, or the sale by a Party of all or substantially all of its properties or assets, or  (iv) as may be required in connection with the enforcement of this Agreement.

 

9.       Assignment

The services to be performed by Pure Marketing Consultancy Co. Ltd hereunder are personal, and your company has engaged Pure Marketing Consultancy Co. Ltd as a result of the consultant’s expertise relating to such services. Pure Marketing Consultancy Co. Ltd, therefore, agrees that it will not assign, sell, transfer, delegate or otherwise dispose of this Agreement or any right, duty or obligation under this Agreement without your company’s prior written consent. Nothing in this Agreement shall prevent the assignment by your company of this Agreement or any right, duty or obligation hereunder to any third party. 

 

10.     Governing Law and Dispute Resolution

This Agreement shall be governed by and construed following the laws of the Hong Kong Special Administrative Region, without giving effect to any choice of law or conflict of law provisions.

 

11.     General

This Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. This Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties.

 

No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or the same provision on another occasion. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision(s) of this Agreement.

 

Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed by the modified provision.

 

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.