Obligations of the Service Provider

The Service Provider has the know-how, skills, means and will necessary for the proper execution of the mission, it undertakes to:

• Full and complete satisfaction of the Mission by respecting all the contractual conditions of the present agreement.
• Allocate all the means provided for, in accordance with the terms of the present agreement for the successful completion of the contracted Mission.
• In the event that one of its collaborators should fail for any reason whatsoever, to take all measures upon the Client’s written request so that the execution of the Mission is not interrupted.
• To pay full attention to the quality of its intervention, compliance with the quality criteria of the Mission and the rules of the art.
• To keep the Client constantly informed of the progress of the Mission, the difficulties encountered, the solutions put in place, the methods used and the elements likely to compromise the proper execution of the service.
• To carry out regular reporting to the Client.

Client’s obligations

The Client undertakes:

• To make available to the Service Provider, within the agreed deadlines, all the documents and information necessary for the execution of the Mission.
• To carry out the task incumbent upon it in accordance with the characteristics of the Mission.
• Inform the Service Provider of any significant or exceptional facts likely to affect the Mission.
• Settle the anticipated fees, costs and disbursements.

Fees – Expenses & Disbursements

The Service Provider shall receive from the Client the freely agreed fees, which are exclusive of any other remuneration, under the following conditions:

• An advance on fees and disbursements will be requested before the start of any mission.
• In the event of an assignment providing for remuneration based on results, payment shall be made in accordance with the special conditions of this agreement.
• He is reimbursed for his expenses (travel, accommodation, food…) and disbursements. No expenses will be incurred without the prior express written approval of the Client;
• In the event of non-payment of fees, the Service Provider has the right of retention under the conditions of common law and the possibility of suspending the work undertaken after having informed the Client.

Resale Rights

In the event of an assignment providing for remuneration based on the result and in the event that, on the expiry date of this Agreement, the actions undertaken by the Service Provider are close to completion, the Service Provider shall continue to assist the Client on the same basis, for the period necessary to obtain the result. The expected remuneration will be due whether or not the Service Provider has asked the Client to provide assistance. If no result is achieved within two years of the expiry of this Agreement, no remuneration will be due to the Client.

Termination

Any failure by either of the parties to fulfill its obligations shall result, if the creditor of the non-performed obligation so desires, in the automatic termination of this Agreement, 30 (thirty) days 

after formal notice to perform by registered letter with proof of receipt remains without effect, without prejudice to the damages and interests that may be claimed.

The Client shall pay the Service Provider for the work already carried out.

Subcontracting

Given the multidisciplinary nature of certain Missions, the Service Provider is expressly authorized to use Subcontracting. 

In any event, the Service Provider shall ensure coordination between the various Subcontractors previously accepted by the Client, in order to ensure the proper performance of the services provided for in this Agreement.

Force majeure

Force majeure shall mean declared or underclared war, general labour strike, epidemics, quarantine, fires, exceptional floods, accidents or other events beyond the control of both parties. Neither party will be held responsible for delays due to Force Majeure events.

In the event of Force Majeure, observed by one of the parties, the latter must inform the other party in writing as soon as possible. The other party shall have ten days to establish it.

The deadlines for the execution of the services will be automatically shifted according to the duration of the Force Majeure.

Applicable law – Litigation

This contract is subject to Moroccan law. Any dispute concerning the interpretation or performance of this contract that has not been settled amicably between the Parties shall be submitted to the exclusive jurisdiction of the Commercial Court of Rabat.

Nature of Obligations – Liability of the Service Provider

The Service Provider shall in all cases be responsible for its work under the following conditions:

• The Service Provider shall be bound to the Client by an obligation of means. The Service Provider undertakes to do its utmost and to use all the means at its disposal, i.e. its skills, experience and abilities, with prudence and diligence, in order to achieve the desired Missions.
• This agreement does not in any way constitute an obligation of result, as the Service Provider cannot guarantee the success of the Mission in any form whatsoever.
• It is up to the Client to form his own opinion on the solutions and terms that will be proposed to him.
• Any event likely to have consequences in terms of liability must be brought to the attention of the Service Provider without delay.
• Any claim for damages may only be made within the statutory limitation period. This must be introduced within three months following the date on which the Customer becomes aware of the claim.
• The Service Provider cannot be held liable for the harmful consequences of faults committed by third parties acting on behalf of the Client, nor for delays in execution when these result from the Client’s late communication of documents or information.
• In any case, in the event that the Service Provider’s liability is called into play for any reason whatsoever, the amount claimed by the Client may not exceed the aggregate amount of fees received by the Service Provider in connection with the Mission entrusted to it under this Agreement.

Exclusivity

The assignment is non-exclusive; the Service Provider shall be free to engage the services of any other entity to which it wishes to entrust a similar assignment. However, for the proper performance of the Mission, the Service Provider undertakes in advance to inform the Client of the identity of the various entities involved, with the Service Provider having the option to withdraw from the Mission without the Client being able to claim any compensation for any prejudice whatsoever.

Duration – Termination

This Agreement is granted for an initial term of one year from the signing hereof.

It is then renewable by tacit agreement for further periods of six months, it being specified that it may be terminated by either of the parties, by registered letter with proof of receipt, with at least one month notice before the tacit renewal should have taken place.

Confidentiality

The Service Provider undertakes to observe the utmost discretion in the performance of its Mission and not to disclose any information to third parties unless authorized to do so by the Client, except for i) bodies or entities requiring access to such information for the performance of the Mission, ii) advisers whom it may wish to consult and who will be bound by the same obligation of confidentiality as it.

The Service Provider shall treat as strictly confidential, and shall not disclose, any information or documents that it may become aware of in connection with this Agreement. For the application of this clause, the Service Provider is responsible for its employees. However, it shall not be held liable for any disclosure if the elements disclosed were in the public domain at the time of disclosure, or if it already had knowledge of them prior to the date of signature of this Agreement, or if it obtained them from third parties by legitimate means.

Hardship Clause

The Parties recognize that this Agreement provides a fair and reasonable basis for their cooperation.

In the event that the data on which this Agreement is based are changed to such an extent that either Party encounters serious and unforeseeable difficulties, they shall consult each other and shall demonstrate mutual understanding with a view to making such adjustments as may appear necessary as a result of circumstances which could not reasonably have been foreseen at the time of conclusion of this Agreement, in order to restore the conditions for an equitable agreement.

The party considering that the conditions set out in the above-mentioned paragraph are met shall notify the other party by registered letter with proof of receipt, specifying the date and nature of the event(s) causing the change alleged by the party, quantifying the amount of current or future financial loss and making a proposal for compensation to remedy the change. Any service made more than fifteen (15) days prior to the occurrence of the event by the party performing the service shall have no effect.

Publicity

Once the assignments have been completed, the Service Provider may, in particular by means of the press, report on the advisory role that it has played for the Client while maintaining strict and complete confidentiality.