1. Nature of Contracts:

1.1 This Agreement will remain in force for one Year. EDNWORLD ENTERPRISES LTD will not charge for first three months as agreed but after there is full financial commitment required by client under the Schedule.

1.2 This Agreement is not exclusive as between EDNWORLD ENTERPRISES LTD and client; client may seek to take any other business services of the other party at any time.

1.3 When the client signs a Schedule with EDNWORLD ENTERPRISES LTD in respect of an EDNWORLD ENTERPRISES LTD Client will ensure that it does not enter into any other commitment for the authority elsewhere in breach of any of the terms of that Schedule.

1.4 Client shall be responsible for and shall arrange payment of all taxes in respect of the remuneration payable here-under, and hereby indemnifies EDNWORLD ENTERPRISES LTD against any liability in respect of taxation, National Insurance, or fines, penalties or interest pertaining thereto which may be imposed upon or accrued by EDNWORLD ENTERPRISES LTD as a result of this Agreement (whether directly, through the client or otherwise).

1.5 Client undertakes to indemnify EDNWORLD ENTERPRISES LTD from and against and to pay it forthwith on demand any and all losses, claims, damages, costs (including legal costs on an indemnity basis) expenses, or other liabilities howsoever arising from any claim by third party against EDNWORLD ENTERPRISES LTD caused by any act omission or default of the Contractor or Consultant and the Contractor confirms that it has in effect and will retain in effect adequate indemnity insurance to cover any such claims.

2. Payment of Invoices:

2.1 The Fees payable to the EDNWORLD ENTERPRISES LTD by client for the Specified Services will be set out in the Schedule.

2.2 The EDNWORLD ENTERPRISES LTD will keep a daily timesheet record of its performance the Specified Service for the client as normal time or overtime and the time sheets must be authorised and signed off by the member of client staff.

2.3 The EDNWORLD ENTERPRISES LTD invoices to client will be based upon the client timesheets and the pay rates set out in the Schedule and the EDNWORLD ENTERPRISES LTD invoices will be paid by client within 28 days of each month from the invoices issued date.

2.4 Expenses properly incurred by the EDNWORLD ENTERPRISES LTD with the client prior written approval as supported by appropriate receipts and vouchers will be contained in the EDNWORLD ENTERPRISES LTD invoice for the period in which the expenses were incurred.

2.5 No payment will become due to the EDNWORLD ENTERPRISES LTD should the provision of the Specified Services under any Schedule fail to commence upon the due start date or at all for whatever reason.

3. Confidentiality:

3.1 The client for itself and on behalf of the client agrees not to make any unauthorised use or disclosure of any secret or Confidential Information relating to the EDNWORLD ENTERPRISES LTD.

3.2 The client shall immediately notify EDNWORLD ENTERPRISES LTD should it become aware of the possession use or knowledge of any EDNWORLD ENTERPRISES LTD or client Confidential Information by any unauthorised person whether during or after the fulfillment of any Schedule and the EDNWORLD ENTERPRISES LTD shall provide such assistance to client as is reasonable to deal with such an event.

3.3 The obligation of confidentiality shall remain in force until the Confidential Information comes into the public domain otherwise than by reason of the default of the client or the EDNWORLD ENTERPRISES LTD.

4. Contract Termination:

4.1 EDNWORLD ENTERPRISES LTD may terminate this Agreement and any Assignment with immediate effect, without cause and without liability, by giving written one months notice of such termination to the client or both parties in the event that:

• EDNWORLD ENTERPRISES LTD contract with the client fails to commence for whatever reason;
• client is convicted of any criminal offence or behaves in any manner that in the reasonable opinion of EDNWORLD ENTERPRISES LTD could affect the performance of the Specified Services or could affect the reputation of EDNWORLD ENTERPRISES LTD;
• Client is in material breach of this Agreement; Client has a petition for winding up served upon it or ceases to trade or compounds with its creditors or ceases to be the exclusive employer of the Company;
• Client indicates to EDNWORLD ENTERPRISES LTD the services provided by the EDNWORLD ENTERPRISES LTD are unsatisfactory;
• client fails to pay invoices to EDNWORLD ENTERPRISES LTD during the main period of service.