General Conditions to Protect Client and Consultant
a. Percept Research Responsibility:
Percept Research Inc. (Percept Research) will not, without the prior written approval of the client, disclose or permit to be disclosed to any third party other than employees, agents and contractors of Percept Research, confidential or sensitive information entrusted to Percept Research by, or on behalf of, the client.
Percept Research takes all reasonable precautions to protect the security and confidentiality of client information used or acquired in the course of conducting research and consulting engagements. All materials obtained from the client in conjunction with our research studies are kept secure from outside release while in our possession. Materials obtained from a client in conjunction with a research study, including customer lists, are not used for other research studies or engagements without the express permission of the client. Information learned in the course of conducting a research study becomes the sole property of the client unless otherwise agreed to in advance. Research findings and all other client information are treated as confidential and are not released to outside parties without the express permission of the client.
b. Client Responsibility:
All oral and written proposals, information, advice and reports and all documents, papers, models, diagrams, programs and materials provided by Percept Research are confidential, and for the exclusive use and benefit of the client. The client shall not copy or disclose or permit copying or disclosure of the whole or any part thereof to any third party, other than employees, agents and contractors of the client, in any way, without the prior written approval of Percept Research. Proposal documents are returnable on demand.
c. On the part of both Percept Research and the Client:
All discussions, negotiations and terms and conditions of all contracts between Percept Research and the client are also confidential. These shall not be disclosed nor shall disclosure be permitted, in whole or in part, by either Percept Research or the client to any third party, other than its own employees, agents and contractors, without the prior written approval of the other party.
2. RESPONSIBILITIES OF THE PARTIES
a. Scope: Percept Research
Percept Research will work to the best of its ability towards meeting the client's requirements in a timely and efficient manner. The assignment is confined to the work specified in proposal provided by Percept Research Percept Research will make every effort to provide the project deliverables adhering to the time schedule outlined in the proposal. This time-frame is subject to a reasonable negotiation period should project scope change.
Extensions to the scope of the assignment require the agreement of the client and Percept Research. Where the client requires additional work to be performed, reasonable additional fees are payable by the client to Percept Research.
Consulting work can experience unforeseen delays, and, to a degree, depends on factors outside Percept Research's control. If Percept Research is prevented from meeting its obligations due to causes beyond its control, it will be entitled to a reasonable extension of time for performance of the work.
b. Use of Reports and Recommendations
The provision of consulting services by Percept Research will include a report stating findings, conclusions and recommendations. Such a report will be prepared by Percept Research for distribution or circulation to parties as agreed in the proposal. Accordingly, such reports may not be reproduced or used for any other purpose without Percept Research's written permission. Percept Research assumes no responsibility or liability for loss to the client or any other parties as a result of the circulation, publication or reproduction of the contents of such reports contrary to the provisions of this paragraph.
Where Percept Research provides advice or recommendations to the client, all decisions for the implementation of such advice or recommendations are the responsibility of the client. Percept Research shall have no liability to the client for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interests of the client and such course of conduct did not constitute negligence or misconduct. Percept Research shall be indemnified by the client against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with an engagement.
c. Sources of Information
The advice, conclusions and recommendations of Percept Research may be based on information provided by the client or third parties. While every effort is made to ensure such information is credible, unless specifically stated, no form of independent verification or audit of such information is undertaken and Percept Research is not responsible for the accuracy of information supplied by the client or third parties. Furthermore, Percept Research reserves the right to amend its conclusions or recommendations in the light of any material omissions or misstatements that subsequently become known.
d. Qualified Personnel
Percept Research is responsible for the provision of qualified consultants and other personnel to carry out Percept Research’s obligations under the contract and reserves the right to substitute staff on an engagement.
3. CLIENT COOPERATION
The success of consulting work requires the timely cooperation of the client, including in the:
a. provision of staff to work with Percept Research;
b. availability of senior leaders for consultation with Percept Research;
c. provision of information and data;
d. decisions as required by the agreed program; and/or
e. provision of reasonable working facilities for Percept Research.
The client is responsible for such cooperation and recognizes that additional consulting fees and expenses may arise from failure or delay by the client to provide the required cooperation.
4. PERCEPT RESEARCH’S FEES AND EXPENSES
Fee estimates provided in advance to the client will not be exceeded without the prior knowledge and approval of the client. Unless expressly stated in the Proposal, Percept Research's fee rates do not include expenses that are necessarily incurred in the provision of the service, such expenses being charged separately to the client. Chargeable expenses include travel, parking, telecommunications, secretarial, printing, computer, accommodations, and incidental costs.
All fees quoted are based on rates current at the time of quotation and are valid for 30 days from the date of the proposal. Thereafter, unless a firm contract has been entered into, Percept Research will give the client notice of any increase in the rates of fees.
Payment is due within thirty days of the invoice date unless otherwise stated.
Work is undertaken on the understanding that neither Percept Research nor the client will offer or cause to be offered employment to the staff of the other during an assignment, without first receiving written consent from the other. Percept Research’s consultants and associates will always remain under the guidance, direction and control of Percept Research during an assignment.
The client acknowledges that Percept Research's work involves making judgments which may be affected by unforeseen future events including wars, economic disruption, dislocations, business cycle vicissitudes, industrial relations, labor difficulties, political action and other factors the effects of which are not capable of precise assessment and that in many cases Percept Research. is required to make value judgments based on material compiled by government agencies, scientific organizations and others. It is, therefore, agreed by the parties hereto that, although Percept Research is required to employ or engage experienced and skilled personnel and apply sound business principles in carrying out its obligations, neither Percept Research nor any of the persons employed or engaged by it shall in any circumstances be liable for any loss or damage which may be sustained by the client or any other person as a result of the work of Percept Research or any of such persons.
7. INTELLECTUAL PROPERTY
Percept Research is entitled to the copyright in all reports and other documents or electronic media produced by it in connection with work undertaken for the client. In performing services, Percept Research may use without limitation any of its property including hardware, software, Percept Research’s proprietary products, confidential information, and trade secrets. Such property will remain the property of Percept Research, and the client shall acquire no right or interest in it. Percept Research will not distribute in any way, shape, or form results of contract research that would in any way harm the competitive position of its client.
The client or Percept Research may terminate this Agreement for any reason, giving not less than 14 days' written notice. Fees and expenses due up to the termination date will be payable in full.
9. DISPUTE RESOLUTION
In the event of any dispute between the client and Percept Research that cannot be resolved by negotiation between them, both parties agree to submit the dispute to a mutually acceptable independent resolution mechanism.
No action, regardless of form, arising under or relating to this Agreement may be brought by the client or Percept Research more than one year after the cause of action has accrued. However, an action for nonpayment may be brought not later than one year following the date of the last payment due.