TERMS OF ENGAGEMENT
We sign a Service Agreement with all our contract clients. The general conditions of this service agreement are provided below. Specific conditions may apply on a case-by-case basis. We recognize that some clients have their own consulting and professional service agreements. We welcome such agreements.
General Conditions to Protect Client and Consultant
1. CONFIDENTIALITY
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On IE Market Research Corp.’s part:
IE Market Research Corp. 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 IE Market Research Corp., confidential or sensitive information entrusted to IE Market Research Corp. by, or on behalf of, the client.
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On the Client's part:
All oral and written proposals, information, advice and reports and all documents, papers, models, diagrams, programs and materials provided by IE Market Research Corp. 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 IE Market Research Corp. Proposal documents are returnable on demand.
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On the part of both IE Market Research Corp. and the Client:
All discussions, negotiations and terms and conditions of all contracts between IE Market Research Corp. and the client are also confidential. These shall not be disclosed nor shall disclosure be permitted, in whole or in part, by either IE Market Research Corp. 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
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Scope: IE Market Research Corp.
IE Market Research Corp. 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 IE Market Research Corp.’s proposal.
Extensions to the scope of the assignment require the agreement of the client and IE Market Research Corp. Where the client requires additional work to be performed, reasonable additional fees are payable by the client to IE Market Research Corp.
Consulting work can experience unforeseen delays, and, to a degree, depends on factors outside IE Market Research Corp.’s control. If IE Market Research Corp. 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.
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Use of Reports and Recommendations
The provision of consulting services by IE Market Research Corp. will include a report stating findings, conclusions and recommendations. Such a report will be prepared by IE Market 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 IE Market Research Corp.’s written permission. IE Market Research Corp. 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 IE Market Research provides advice or recommendations to the client, all decisions for the implementation of such advice or recommendations are the responsibility of the client. IE Market Research Corp. 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. IE Market 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.
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Sources of Information
The advice, conclusions and recommendations of IE Market Research Corp. 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 IE Market Research Corp. is not responsible for the accuracy of information supplied by the client or third parties. Furthermore, IE Market Research Corp. reserves the right to amend its conclusions or recommendations in the light of any material omissions or misstatements that subsequently become known.
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Qualified Personnel
IE Market Research Corp. is responsible for the provision of qualified consultants and other personnel to carry out IE Market Research Corp.’s obligations under the contract and reserves the right to substitute staff on an engagement.
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Management
In cases involving the appointment by the client of one of IE Market Research Corp.’s consultants to a temporary executive role, IE Market Research Corp.’s responsibility (including that of its consultant) is limited to the application of established management principles. The client acknowledges that the consultant, although experienced in such principles, is not necessarily experienced in the client's specific operations. In such circumstances, the consultant assumes no greater responsibility than that which would pertain to an employee of the client performing a similar role.
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Machines and Other Goods
Engagements normally involve the delivery of sample products to a jurisdiction other than that in which the client has its operations. The delivery of sample products is the sole responsibility of the client. IE Market Research Cop. is not responsible for delays in the delivery or faulty performance of goods delivered by the client.
3. CLIENT COOPERATION
The success of consulting work requires the timely cooperation of the client, including in the:
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Provision of staff to work with IE Market Research Corp.
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Availability of senior executives for consultation with IE Market Research Corp.
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Provision of information and data.
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Decisions as required by the agreed program; and/or
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Provision of reasonable working facilities for IE Market Research Corp.
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. IE MARKET RESEARCH CORP.’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, IE Market Research Corp.’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, IE Market Research Corp. will give the client 30 days' notice of any increase in the rates of fees. Ordinarily, IE Market Research Corp.’s fee rates are reviewed every six months, with effect from July 1 and January 1.
Payment is due within seven days of the invoice date.
5. STAFF
Work is undertaken on the understanding that neither IE Market Research Corp. 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. IE Market Research Corp.’s consultants and associates will always remain under the guidance, direction and control of IE Market Research Corp. during an assignment.
6. DISCLAIMER
The client acknowledges that IE Market Research Corp.’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 IE Market Research Corp. 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 IE Market Research Corp. is required to employ or engage experienced and skilled personnel and apply sound business principles in carrying out its obligations, neither IE Market Research Corp. 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 IE Market Research or any of such persons.
7. INTELLECTUAL PROPERTY
IE Market Research Corp. will be 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, IE Market Research Corp. may use without limitation any of its property including hardware, software, IE Market Research Corp.’s proprietary products, confidential information, and trade secrets. Such property will remain the property of IE Market Research Corp., and the client shall acquire no right or interest in it. IE Market Research Corp. 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.
8. TERMINATION
The client or IE Market Research Corp. 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 IE Market Research Corp. that cannot be resolved by negotiation between them, both parties agree to submit the dispute to a mutually acceptable independent resolution mechanism.
10. ACTIONS
No action, regardless of form, arising under or relating to this Agreement may be brought by the client or IE Market Research Corp. 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.
Copyright notice:
The Terms of Engagement documented on this page are the property of IE Market Research Corp., and may not be copied or used in whole or in part, for any reason, without the prior written consent of IE Market Research Corp. Failure to recognize and adhere to this notice breaches international copyright law.