CLIENT AND CONSULTANT DATABASE COLLAB TERMS AND CONDITIONS
Our website address is: https://designerd.co.za
RECITALS
WHEREAS the Supplier/Company has developed a unique client database consisting of valuable business relationships and connections (“Client Database”);
WHEREAS the Contracting House wishes to access the Client Database for the purpose of collaborating with the Supplier/Company on mutual business opportunities;
WHEREAS the Supplier/Company agrees to share access to its Client Database under specific terms that protect its business interests;
NOW, THEREFORE, the Parties agree as follows:
1. DEFINITION OF CLIENT DATABASE
The Client Database refers to all current, prospective, or past clients and their associated data (contact information, history, business needs, etc.) held by the Supplier/Company, which is shared with the Contracting House solely for collaborative purposes as outlined in this agreement.
2. PURPOSE OF SHARING
The Supplier/Company shares the Client Database for the exclusive purpose of collaborative projects between the Supplier/Company and Contracting House. The Contracting House agrees that it will not use the Client Database in any way that bypasses the Supplier/Company, except as explicitly permitted in this contract.
3. CONFIDENTIALITY & NON-SOLICITATION
3.1 Confidentiality
The Contracting House acknowledges that the Client Database is proprietary and confidential information. The Contracting House agrees to protect this information and not disclose or share it with any third party without prior written consent from the Supplier/Company.
3.2 Non-Solicitation
The Contracting House agrees that it will not solicit, engage, or enter into any direct or indirect business relationship with any client from the Supplier/Company’s Client Database without the involvement and consent of the Supplier/Company.
4. EXCLUSIVITY OF RELATIONSHIP
4.1 The Contracting House agrees to collaborate with the Supplier/Company for any potential business deals, negotiations, or projects related to any client from the Client Database.
4.2 Any business arrangement or contract resulting from access to the Client Database will include the Supplier/Company as a partner or intermediary, and any profits, commissions, or revenue generated will be shared as outlined in section 5.
5. PROFIT-SHARING & COMPENSATION
5.1 The Contracting House agrees to compensate the Supplier/Company for any work, connections, or introductions related to the Client Database.
5.2 The percentage of profit or commission owed to the Supplier/Company from any client dealings is set at 5% of the total revenue/profit.
5.3 Any deviations or alterations to the profit-sharing terms must be agreed upon in writing by both parties.
6. TERM & TERMINATION
6.1 This Agreement will begin on the effective date and continue indefinitely.
6.2 Either party may terminate the Agreement by providing 90 days’ written notice.
6.3 Upon termination, the Contracting House will immediately cease using the Client Database and return any copies of data to the Supplier/Company. Non-solicitation obligations in section 3.2 will survive termination.
7. BREACH & REMEDIES
7.1 If the Contracting House breaches any term of this Agreement, it will be liable for all direct and indirect damages, including but not limited to lost revenue, profits, and reputational damage to the Supplier/Company.
7.2 The Contracting House agrees to pay any legal fees incurred by the Supplier/Company in enforcing this Agreement.
7.3 The Supplier/Company will have the right to seek injunctive relief if necessary to prevent unauthorised use or disclosure of the Client Database.
8. DISPUTE RESOLUTION
Any disputes arising under or in connection with this Agreement will be resolved through good faith negotiations between the parties. If negotiations fail, the dispute will be resolved through mediation/arbitration in accordance with the rules of South African law.
9. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of South Africa.
10. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, negotiations, and discussions.
11. AMENDMENTS
No amendment, modification, or waiver of any provision of this Agreement will be valid unless made in writing and signed by both parties.
Updated: 10 Oct 2022