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ASL Code of Conduct

UMBRELLA WORKER CONDUCT AGREEMENT

1. DEFINITIONS & INTERPRETATION

1.1 In this Agreement the following definitions apply:-

"Assignment" means the temporary position which the Umbrella Worker carries out for the Client;

"Client" means the person, firm or corporate body with which the Umbrella Worker is placed on Assignment;

“Confidential Information” means any and all confidential, commercial, financial, marketing, technical or other information or data of whatever nature relating to the Client or its business or affairs in any form or medium which is disclosed to the Umbrella Worker or to which the Umbrella Worker has access during the course of the Assignment;

“Data” means personal data and sensitive personal data relating to the Umbrella Worker;

"Employment Business" means Fusion People Limited of 3700 Parkway, Solent Business Park, Whiteley, Hampshire PO15 7AW;

“Umbrella Company” means the third party company by which the Umbrella Worker is employed;

"Umbrella Worker" means the person named on the attached Contract Confirmation Note.

1.2 Unless the context otherwise requires, references in this Agreement to (i) any clause means a clause in this Agreement, (ii) the singular include the plural and (iii) the masculine include the feminine.

1.3 The headings contained in this Agreement are for convenience only and do not affect their interpretation.

2. BASIS OF AGREEMENT

2.1 The subject matter of this Agreement shall supplement rather than replace any obligations of a similar nature in the Umbrella Worker’s agreement with the Umbrella Company.

2.2 Save as specifically set out in this Agreement, there shall be no direct contractual relationship between the Employment Business and the Umbrella Worker.

2.3 The Umbrella Worker acknowledges that the Umbrella Worker is employed by the Umbrella Company under a contract of employment. Accordingly, the parties do not intend that any employment relationship, contract of service or contract for services shall exist between the Employment Business and the Umbrella Worker at any time.

2.4 The Umbrella Worker acknowledges that all claims for payment of wages, expenses, sick pay and holiday pay and, if applicable, any legal claim for wrongful dismissal, unfair dismissal or redundancy must be made from or against the Umbrella Company as the Umbrella Worker’s employer and not the Employment Business.

2.5 Nothing in this Agreement shall be construed as giving the Umbrella Worker any legal or contractual rights against the Employment Business except where expressly stated.

2.6 The Employment Business may make reasonable amendments to this Agreement from time to time by providing an amended copy to the Umbrella Worker and notifying the Umbrella Worker of the date from which such amended version shall be effective.

3. INTELLECTUAL PROPERTY

3.1 The Umbrella Worker shall assign to the Client upon demand and without charge all present and future interest of whatever nature in, without limitation, all work-product, design rights, copyright, trademarks, patents, database rights (whether registered or unregistered) and all other confidential information, know-how and intellectual property rights of a similar nature and all applications and rights to apply for the protection of any of the foregoing, produced by the Umbrella Worker during the course of the Assignment.

3.2 The Umbrella Worker acknowledges that the Client shall retain ownership of all intellectual property rights, whether registrable or not, in any documents, data and other information provided to or produced by the Worker in relation to an Assignment. For the avoidance of doubt, the Client shall not be deemed to have granted the Umbrella Worker any licence to use such documents, data or information save for the purposes of performing the relevant Assignment.

3.3 The Umbrella Worker must disclose to the Client without delay any idea, method, invention, discovery, design, concept or other work made or created by the Umbrella Worker in connection with an Assignment.

3.4 The Umbrella Worker must not breach of the intellectual property rights of any third party at any time during the course of an Assignment.

4. CONFIDENTIAL INFORMATION

4.1 Without prejudice to any other duty to keep secret any and all information given to the Umbrella Worker or gained in confidence, the Umbrella Worker must not at any time whether during or after the Assignment disclose to any person or make use of any Confidential Information other than for the purpose of carrying out the Assignment, save where required by law.

4.2 For the purposes of this clause 4, Confidential Information is confidential if it is labelled confidential, if the Client expressly states (whether in writing or otherwise) to the Umbrella Worker that the information is confidential or if the Umbrella Worker ought reasonably to have known that the information would be considered by the Client to be confidential.

5. DATA PROTECTION

5.1 The Umbrella Worker consents to the Employment Business and the Client processing Data in connection with an Assignment.

5.2 The Umbrella Worker acknowledges that Data may be exported by the Employment Business or the Client to third parties outside of the European Economic Area for the administrative purposes relating to the placement of the Umbrella Worker in an Assignment.

6. GENERAL OBLIGATIONS

6.1 The Umbrella Worker shall comply with all Client policies in respect of health & safety, site conduct, dress code, IT & communications, equal opportunities, bribery and any other matter to the extent that it is relevant to temporary workers.

6.2 The Umbrella Worker shall do nothing within the course of an Assignment which may bring the Client or the Employment into disrepute or which is otherwise detrimental to the interests of the Client or the Employment Business.

6.3 On termination of an Assignment, howsoever arising, the Umbrella Worker shall return any property belonging to the Client or the Employment Business in good condition (fair wear and tear excepted) and without delay.

7. TERMINATION

7.1 This Agreement shall automatically terminate (i) upon termination of the Assignment or (ii) upon the Umbrella Worker electing to carry out the Assignment other than as an employee of the Umbrella Company.

7.2 The Umbrella Worker’s obligations under clauses 3 and 4 shall survive termination of this Agreement.

8. SEVERABILITY

8.1 If any provision of this Agreement shall be determined by any competent authority to be unenforceable to any extent, such provision shall be severed from the remainder of the Agreement, which shall continue to be valid to the fullest extent permitted by law.

9. THIRD PARTY RIGHTS

9.1 Subject to clause 9.2, the Employment Business and the Umbrella Worker do not intend this Agreement to be enforceable by any third party pursuant to the Contract (Rights of Third Parties) Act 1999.

9.2 Notwithstanding that the Client is not a party to this Agreement, the Client shall be entitled to rely upon and enforce clauses 3, 4, 5 and 6 of this Agreement directly against the Umbrella Worker.

10. LAW & JURISDICTION

10.1 This Agreement shall be construed in accordance with the laws of England.

10.2 All disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the courts of England.