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MM Associates Ltd

Standard Terms and Conditions

This document sets out Terms and Conditions applicable to any Proposal to perform specified
services that MM Associates Ltd may make to another party, referred to herein as "The
Customer".

1. The headings used below are included to make the document more readable and have no
bearing upon the document's meaning.

ABOUT THE AGREEMENT

2. The "Agreement" referred to in this document means all the provisions set out in the Proposal to
which this document relates, including the provisions within this Terms and Conditions document.
The "clause numbers" referred to in this document are the numbers appearing at the start of each
paragraph of the document.

3. The Agreement shall be governed by English Law. All communications in connection with the
Agreement shall be in the English language.

4. The Agreement shall not establish or create a master and servant relationship or principal and
agent relationship. MM Associates Ltd shall perform the Services specified under this Agreement
in the capacity of an Independent Contractor.

5. For the purpose of this Agreement the use of the singular shall be taken to include the plural
and vice versa without affecting the meaning. For the purpose of this Agreement the use of the
masculine shall be taken to include the feminine and vice versa without affecting the meaning.

6. Modifications to this Agreement may only be made by mutual consent given in writing.
Requests for such modification made by one party to this Agreement shall be given due
consideration by the other party.

7. This Agreement shall have force from a "start date" to be mutually agreed that shall not be
sooner than the date of the Proposal to which this document relates and shall remain in force for
six months from that date. Clause 9 of this Agreement shall remain in force indefinitely. Clause
10 of this Agreement shall have force from the start date for a period of two years, after which the
Customer's written approval as described in Clause 10 shall no longer be required.

COMMUNICATION & LIAISON

8. Any communication in respect of the Agreement shall be deemed to have been given or made
when proof is provided that it has been delivered by hand, mail or facsimile to the address or
facsimile number of the receiving party as stated in the Proposal to which this Terms and
Conditions document relates or as may subsequently be amended by written notice.

CONFIDENTIALITY

9. MM Associates Ltd shall not disclose to third parties confidential information coming into its
possession as a result of work done under this Agreement, except when such information is a
matter of public record or when MM Associates Ltd can provide written proof that the same
information has been provided to MM Associates Ltd from a source independent of the Customer.

10. MM Associates Ltd shall have the right subject to the Customer's written approval, which
shall not unreasonably be withheld, to publish descriptive articles with respect to the services
provided either on its own account or in conjunction with other parties concerned.

PROPERTY RIGHTS

11. Any equipment or material purchased from the funds of MM Associates Ltd for the purpose
of implementing the work to be done under the terms of this Agreement shall remain the property
of MM Associates Ltd.

12. The Customer and MM Associates Ltd shall both retain full commercial rights to any and all
material (including papers, books, inventions, computer software and any other product) developed
by MM Associates Ltd during work done under this Agreement, except where such material may
be construed as being the Customer's confidential information as provided for in Clause 9 of this
Agreement when MM Associates Ltd' rights shall be limited by & only by such confidentiality.

13. Nothing in this Agreement shall operate to transfer to the Customer any rights or copyrights or
patents to any material (including papers, books, inventions, computer software and any other
product) that MM Associates Ltd may use in the course of providing services under this
Agreement where such material was possessed by MM Associates Ltd prior to the
commencement of the Agreement, or where the material has been developed during the period of
the Agreement but not during time paid for by the Customer under the Agreement.

14. If in the course of work done under this Agreement MM Associates Ltd makes use of any
computer software which MM Associates Ltd owns or for which it owns a licence for use then
the work done under this Agreement shall in no way transfer to the Customer any of these rights
of ownership.

ACCEPTANCE AND PAYMENT

15. The work done by MM Associates Ltd shall be deemed to be acceptable to the Customer
unless MM Associates Ltd is informed otherwise by written notice within seven days by the
Customer. All work carried out up until seven days prior to the date of receipt of such notice shall
be deemed to have been accepted by the Customer and payment shall be due to MM Associates
Ltd in respect of it.

16. The Customer shall pay to MM Associates Ltd the sums of money due under this Agreement.
If any item or part of an item of an Invoice presented by MM Associates Ltd is disputed or
subjected to question by the Customer, the payment by the Customer of the remainder of that
Invoice shall not be withheld on those grounds. Payment will be made within 30 days of receipt of
MM Associates Ltd's Invoice.

17. The Customer shall remunerate MM Associates Ltd separately for any additional work as
may be agreed between the parties outwith this Agreement.

18. All payments made by the Customer shall be made to the account of "MM Associates Ltd" at
Barclays Bank PLC, Barclays Business Centre, PO Box 110, 20 The Town, Enfield, Middlesex
EN2 6LY (Sort Code / Account Number 202977/30139092 or as may subsequently be amended
and advised to the Customer) and shall be made in Sterling.

LIABILITY

19. MM Associates Ltd shall have no liability whatsoever for any violation of legal provisions or
rights of third parties unless these provisions or rights have been specifically brought to the
attention of MM Associates Ltd by the Customer by prior written notice.

20. MM Associates Ltd shall exercise due care and skill in the conduct of its duties under this
Agreement. MM Associates Ltd shall in all professional matters act as a faithful adviser to the
Customer and, in so far as any of its duties are discretionary, shall act fairly between the Customer
and third parties.

21. MM Associates Ltd shall have no liability in respect of the provision of technical or
commercial information, and shall only be liable for errors and omissions arising from gross
negligence and, if so liable, shall be liable only to the extent and with the limitations herein referred
to.

22. MM Associates Ltd shall under no circumstances be deemed liable for the outcome of the
Customer's business activities whether or not they may have been influenced by the advice given
or the work done by MM Associates Ltd or any of its Agents. Without prejudice to the above
MM Associates Ltd shall have no liability for losses arising other than directly from the acts or
omissions of MM Associates Ltd or its Agents. All liability for consequential damages is excluded.

23. Without prejudice to the above the parties agree that having regard to the price agreed
between them in accordance with the terms of this Agreement and the other circumstances known
to the parties relative to this Agreement it is fair and reasonable that any possible liabilities of MM
Associates Ltd however arising from this Agreement should be limited in terms of the immediately
preceding Clauses hereof, and that the total of MM Associates Ltd' liabilities shall not exceed the
total price due to MM Associates Ltd under the provisions of this Agreement. Without prejudice
to the above the parties agree that any possible liabilities arising from the work done under this
Agreement shall fall upon MM Associates Ltd rather than upon its Agents.

24. In the event that the work done by MM Associates Ltd is delayed by any failure of the
Customer or the Customer's personnel to carry out any of its obligations under this Agreement
MM Associates Ltd shall not be held to be in default of its obligations under this Agreement in
respect of any consequential effect on the timing or quality of service provided to the Customer.

STAFFING

25. MM Associates Ltd shall be free to deploy any of its employed or Associate personnel to the
work to be done under the Agreement, at its own discretion, provided that the personnel concerned
are suitably capable and experienced to undertake the work.

FORCE MAJEURE

26. MM Associates Ltd shall not be liable to delays in deliveries or other shortfall from its
commitment under this Agreement due to causes that it can show are beyond its control. MM
Associates Ltd undertakes to inform the Customer at the earliest practical opportunity of any such
circumstances.

27. The ability of MM Associates Ltd to perform its duties under the Agreement depends upon the
availability of its key personnel (Directors, Employees and Associates). Unanticipated loss of such
key personnel shall be regarded as a Force Majeure circumstance.

ARBITRATION

28. Any dispute arising out of this Agreement which cannot be settled amicably between the
parties shall be settled by an Arbitrator to be appointed by mutual agreement between solicitors
representing the two parties. Any decision so given by the Arbitrator shall be accepted as final
and binding on both parties.