Consultancy Agreement

 

Terms and Conditions

Background

The Client wishes to engage the Consultant on a consultancy basis on the following terms:

Agreed Terms:

1.  Key Terms

Position: Talent Recruiter and Consultant

Scope of Service: Recruit talented athletes for school and sports placements. Connect with organizations, clubs, schools, and coaches to build more partnerships and connections for athletes and our organization. Provide guidance for student athletes.

Term of engagement: A total of one (1) calendar year

Consultancy fee: 10% of Student Fees and 5% Rolling Fees each year the student returns and pays.

Example:

Student Fees: 5,000USD

Consultancy Fee: 5,000 x 10%=500USD

Rolling Fee: 5,000 x 5%=250USD

Student Fee: Student will pay a service to the Client for their services.

Notice of Termination: No less than one (1) calendar month

2.   Interpretation

2.1 The following definitions and rules of interpretation apply in this Agreement:

Agreement: this agreement and its schedules.

Business of the Client: We are a sports placement, recruiting, and technology platform agency that specializes in sports placement, resume building, sports recruiting, talent representation, education platforms, sports tours, sports and education consultants.

Business Opportunities: any opportunities which the Consultant becomes aware of during the Engagement which relate to the Business of the Client (or any group Company) or which the Client reasonable considers might be of benefit to the client (or any Group Company).

Client Property: all documents, books, manuals, materials, records, correspondence, papers, and information (on whatever media and wherever located) relating to the Business or affairs of the Client (or Group Clients) or its (or their) customers and business contracts, and any equipment, keys, hardware, or software provided for the Consultant’s use by the client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant on the Client or the Consultant’s computer systems or other electronic equipment during the Engagement.

Commencement Date: as stated in this Agreement.

Confidential Information: information in whatever form (including without limitation, in written, oral, visual, or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client (or any Group Company) for the time being confidential to the Client (or any Group Company) and trade secrets including, without limitation, technical date and know-how relating to the Business of the Client (or of any Group Company) or any or its (or their) suppliers, customers, agents, distributors, shareholders, management or business contacts, including, in particular (by way of illustration only and without limitation). Anything to do with Sportsync Ltd. and Affinity Sports and Education Ltd. Marketing strategies and sales figures, business strategies, client information, company information, company information, and anything to deal with our company, and including (but not limited to) information that the Consultant creates, develops, receives, or obtains in connection with his engagement, whether or not such information (if in anything other than oral form) is marked confidential.

Engagement: the engagement of the Consultant by the Client on the terms of this Agreement.

Group: the Client, together with any of its subsidiaries, its holding company, and fellow subsidiaries of its holding company, and the Group Company means any one of them.

Intellectual Property Rights: patents, utility models, rights, to inventions, copyright and neighboring and related rights, trademarks and service marks and service marks, business names passing off or unfair competition, rights in designs, database rights, rights to use , and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Services: the service provided by the Consultant in such position as stated in Clause 1 in a consultancy capacity for the Client (or any Group Company), details of which are as stated in Clause 1.

Termination Date: the date of termination of this Agreement, howsoever arising.

Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but, not limited to hard copy and electronic form, prepared by the Consultant in the provision of the Services.

2.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

2.3 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.

2.4 Unless the context otherwise requires, words in singular shall include the plural and in the plural shall include the singular

2.5 A reference to writing or written includes fax and email

2.6 Any words following the terms, including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the send of the words, description, definition, phrase or term preceding those terms.

2.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2.8 A reference to  a person includes a natural person, a corporation, or an unincorporated body (whether or not having a separate legal personality)
 

3.  Term of Engagement

3.1
The client shall engage the Consultant and the Consultant shall provide the Service on terms of this Agreement.

3.2 The Engagement shall commence on the Commencement Date and shall continue for such term as stated in Clause 1 (or such other period as agreed in writing between the Client and the Consultant) unless terminated earlier:

(a) as provided by the terms of this Agreement; or
(b) by either party giving to the other prior written notice of not less than the number of days stated in Clause 1.
 

4.   Duties and Obligations

4.1
During the Engagement the Consultant shall:

(a) provide the Services with all due care, skill and ability and use his best endeavors to promote the interests of the Client (or any Group Company);
(b) unless prevented by ill health or accident, devote sufficient time to the carrying out the off the Services together with such additional time if any as may be necessary for their proper performance; and
(c) promptly give to the Client all such information and reports as it may reasonable require on connection with matters relating to the provision of the Services or the Business of the Client (or any Group Client)


4.2 If the Consultant is unable to provide the Services due to illness or injury, he shall advise the Client of that fact as soon as reasonable practicable. For the avoidance of doubt, no fee shall be payable in accordance with Clause 5 in respect of any period during which the Services are not provided.  

4.3 The Consultant shall use reasonable endeavors to ensure that he is available at all times on reasonable notice to provide such assistance or information as the Client may require.

4.4 Unless he has been specifically authorized to do so by the Client in writing, the Consultant shall not:    

(a) have any authority to incur any expenditure in the name of or for the account of the Client; or
(b) hold himself out as having authority to bind the Client.


4.5 The Consultant shall comply with all reasonable standards of safety and comply with the Client’s health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.

4.6 The Consultant shall comply with the Client policies on all data an information related to Affinity Sports and Education Ltd. and Sportsync Ltd. will be protected.

4.7 The Consultant undertakes to the Client that during the Engagement he shall take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to his knowledge and in any event before the same shall have been offered by the Consultant (or caused by the Consultant to be offered) to any other party provided that nothing in this clause shall require the Consultant to disclose any Business Opportunities to the Client if to do so would result in a breach by the Consultant of any obligation of confidentiality or of any fiduciary duty owed by the Consultant to any third party.

4.8 The Consultant may use a third parry to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:

(a) the Client will not be liable to bear the cost of such functions; and
(b) at the Client’s request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.


4.9 The Consultant Shall:

(a) comply with all applicable laws, regulations, and sanctions relating to anti-bribery and anti-corruption;
(b) promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant in connection with the performance of this Agreement; and
(c) ensure that all persons associated with the Consultant or other persons who are performing services or providing good in connection with this Agreement comply with Clause 4.9.


4.10 Failure to comply with Clause 4.9 may result in termination of this Agreement.
 

5.  Fees

5.1
Subject to the performance of the Services by the Consultant to the satisfaction of the Client, the Client shall pay the Consultant a fee as stated in Clause 1.

5.2 The consultancy fee shall be paid within fourteen (14) days upon completion of the Services.

5.3 If the Consultant is entitled to any commission, the commission payment will be calculated and paid based on the Client’s company commission policy. The Client shall provide a copy of the company commission policy to the Consultant for the Consultant’s acknowledgement by signature.

5.4 The Client shall be entitled to deduct from the fees (and any other sums) due to the Consultant any sums that the Consultant may owe to the Client (or any Group Company) at any time.

5.5 Payment in full or in part of the fess claimed under Clause 5 shall be without prejudice to any claims or rights of the Client (or any Group Company) against the Consultant in respect of the provision of the Services.
 

6.  Other activities


Nothing in this Agreement shall prevent the Consultant from being engaged, concerned or having financial interest in any Capacity in any other business, trade, profession, or occupation during the Engagement provided that:

(a) such activity does not cause a breach of any of the Consultant’s obligations under this Agreement;
(b) the Consultant shall not engage in any activity if it relates to a business which is similar to or in any way competitive with the Business of the Client (or any Group Company) without the prior written consent of the Client; and
(c) the Consultant shall give priority to the provision of the Services to the Client over any other business activities undertaken by the Consultant during the course of the Engagement.
 

7.   Confidential Information

7.1
The Consultant acknowledges that in the course of the Engagement he will have access to Confidential Information. The Consultant has therefore agreed to accept the restrictions on this clause.

7.2 The Consultant shall not (expect the proper course of his duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use his best endeavors to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

(a) any use or disclosure authorized by the Client or required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than through the Consultant’s unauthorized disclosure.


7.3 At any stage during the Engagement, the Consultant will promptly on request return all and any Client Property inn is possession to the Client.
 

8.  Intellectual Property

8.1
The Consultant hereby assigns to the Client all existing and future Intellectual Property Rights in the Works and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do vest automatically by operation of law or under this Agreement, the Consultant holds legal title in these rights on trust for the Client.

8.2 The Consultant undertakes:

(a) whenever requested to do so by the Client and in any event in the termination of the Engagement, promptly to deliver to the Client all correspondence, documents, papers, and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in his possession, custody, or power.
(b) not to register nor attempt to register any of the Intellectual Property Rights in the Works unless requested to do so by the Client; and
(c) to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works has passes or will pass, to the Client.


8.3 The Consultant warrants to the Client that:

(a) he has not given and will not give permission to any third party to use any of the Works, nor any of the Intellectual Property Rights in the Works;
(b) he is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
(c) the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party.

8.4 The Consultant agrees to indemnify the Client and keep it indemnified at all times against all or any costs, claims, damages, or expenses incurred by the Client, or for which the Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works supplied by the Consultant to the Client during the course of providing the Services. The Client may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.

8.5 The Consultant waives any moral rights in the Works to which he is now or may at any future time be entitled under the law in any jurisdiction, including (but not without limitation) the right to be identified, the right of integrity, and the right against false attribution, and agrees not to institute, support, maintain, or permit any action or claim to effect that any treatment, exploitation, or use of such Works or other materials infringes the Consultant’s moral rights.

8.6 The Consultant acknowledges that, expect as provided by law, no further fees or compensation other than those provided for in this Agreement are due or may become due to the Consultant in respect of the performance of his obligations under this clause.  

8.7 The Consultant undertakes, at the expense of the Client, at any time either during or after the Engagement, to execute all documents, make all applications, give all or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Client and to defend the Client against claims that works embodying Intellectual Property Rights infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works.

 

9.  Termination

9.1
Notwithstanding the provisions of Clause 3.2, the Client may terminate the Engagement with immediate effect with no liability to make further payment to the Consultant (other than in respect of amounts accrued before the Termination Date) if at any time the Consultant:

(a) commits any gross misconduct affecting the Business of the Client (or any Group Company);
(b) commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses ore neglects to comply with any reasonable and lawful directions of the Client;
(c) is convicted of any criminal offense or commits any material breach of applicable laws;
(d) is in the reasonable opinion of the Client negligent or incompetent in the performance of the Services;
(e) is declared bankrupt or makes any arrangement with or for the benefit if his creditors;
(f) is incapacitated (including by reason of illness or accident) from providing the Services for an extended period of time; or
(g) commits any fraud or dishonesty or acts in any manner which in the opinion of the Client brings or is likely to bring the Consultant or the Client (or any Group Company) into disrepute or is materially adverse to the interests of the Client (or any Group Company).


9.2 The rights of the Client under this clause are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this Agreement on the part of the Consultant as having brought the agreement to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of these rights. 
 

10.  Obligation on Termination

On the Termination Date the Consultant shall:

(a) immediately deliver to the Client all Client Property in his possession or under his control;
(b) irretrievably delete any information relating to the Business of the Client (or any Group Company) stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the premises of the Client. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts; and
(c) provide a signed statement that he has complied fully with his obligations under this clause.
 

11.  Non-Competition

Other than with the express written consent of the Client, which will not be unreasonably withheld, the Consultant will not, during the continuance of this Agreement or within one (1) year after the termination of the Agreement, be directly or indirectly involved with a business which that is in direct competition with the particular business line of the Client, or divert or attempted to solicit, from other individuals or corporations, prior to termination of this Agreement.
 

12. Non-Solicitation

12.1
Any attempt on the part of the Consultant to induce to leave to the Clients employ, or an effort by the Consultant to interfere with the Client’s relationship with its employees or other service providers would be harmful and damaging to the Client.

12.2 The Consultant agrees that, during the term of the Agreement, and for a period of one (1) year after the termination of the Agreement, the Consultant will not in any way directly or indirectly:

(a) induce or attempt to induce any employee or other service provider of the Client to quit employment or retainer with the Client;
(b) otherwise interfere with or disrupt the Client’s relationship with its employees or other service providers;
(c) discuss employment opportunities to provide information about competitive employment to any of the Client’s employees or other service providers; or
(d) solicit, entice, or hire away any employee or other service provider of the Client. 
 

13. Status

The relationship of the Consultant to the Client will be that of independent contractor and noting in this Agreement shall render him an employee, worker, agent, or partner of the Client and the Consultant shall not hold himself out as such.
 

14.  Force Majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement. If such delay or failure result from events, circumstances, or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has be delayed or failed to be performed. If the period of delay or non-performance continues for one (1) month, the party not affected may terminate this Agreement by giving one (1) week’s written notice to the affected party.
 

15.  Notices

15.1
All notices required or permitted by this Agreement shall be in writing and in English language and shall be sent to the recipient by hand, courier, registered post, fax, or email at its address set out above (or such other addresses as notified by the recipient to other parties from time to time), or as otherwise directed by the recipient by notice given in accordance with this clause.

15.2 Notices shall be deemed to have been duly given and received:

(a) if delivered by hand or sent by courier, notice will be deemed given on the date or receipt;
(b) if sent by registered post to an address in the same country, on the second (2nd) business day after posting; or if sent to an address not in the same country, on the fifth (5th) business day after posting;
(c) if sent by facsimile, upon issue of a report confirming successful transmission to the sender; or
(d)  if sent by email, one (1) hour after the email is sent (unless a return email is received by the sender within that period stating that the addressee’s email address is wrong or that the message cannot be delivered).
 

16.   Entire Agreement

16.1
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

16.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees it shall have no claim for innocent or negligent misrepresentation based in any statement in this Agreement.
 

17.   Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
 

18.  Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
 

19. Right of Third Parties

This Agreement is personal to the parties. The provisions of the Contracts (Rights of Third Parties) Ordinance (Cap 623) do not apply to this Agreement. No person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified in this Agreement) shall have any right under the Contracts (Rights of Third Parties) Ordinance to enforce this Agreement or to enjoy the benefit of any term of this Agreement.
 

20.  Governing Law

This Agreement and any dispute or claim arising out of or in concern with it or its subject matter or formation (including non-contractual disputed or claim) shall be governed by and construed on accordance with the laws of the Hong Kong Special Administrative Region.

 

I have read and understood the terms and conditions as set out above and hereby confirm my acceptance of the same.

1. Sportsync Limited. and Affinity Sports and Education Limited. of Rm 2, 5/F, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong (the “Client”). 2. Full name of second party (Person or Company) entering into this Agreement (the “Consultant”).
Date *
Date
This Agreement is dated _______________ (the “Agreement”).
Commencement Date *
Commencement Date
This Agreement has been entered into on this date.
Correspondence Address *
Correspondence Address
Your typed name is the same as your legal signature.