Between,

HUBADVISER, having its headquarters at 5 ter rue Victor Schoelcher, 78711 Mantes la Ville, registered in the Versailles Trade and Companies Register under number 898 057 161, represented by Mr. Ismaïl Charkaoui, its President, duly authorized for the purposes of this contract,

Hereinafter referred to as “Hubadviser”,

            On the one hand,

And,

You  Hereinafter referred to as “the Adviser”,

On the other hand,

Hubadviser and the Adviser are hereinafter referred to individually as a “Party” or collectively as the “Parties”.

IT IS HEREBY STATED THAT:

1. Hubadviser is a company providing consulting, training, services and operational assistance, particularly in the computer and new technology sectors. It provides its clients with advice and assistance in the above-mentioned fields (the “Fields of Intervention”).

2. In the course of its activities with its clients (the “Client(s)”), Hubadviser is confronted with technical and operational problems requiring specific skills that it lacks. In order to offer to the Clients a complete solution to their needs in the Areas of Intervention, Hubadviser has decided to create a network of professionals (the “Hubadviser Network”), whose expertise is recognized, to meet the expectations of the Clients (the “Consultation(s)”).

Thanks to the Hubadviser Network, independent and qualified professionals approved by Hubadviser (the “Hubadviser Network Members”) have access to a market of clients, which allows them to promote their know-how and develop their skills.

3. In order to respond to the consultations entrusted by the Clients to Hubadviser in the Areas of Intervention (the “Services”), Hubadviser wished to approve the Adviser as a Member of the Hubadviser Network.

Consequently, the Parties have come together to enter into this Hubadviser Network Framework Agreement (the “Framework Agreement”) marking the integration of the Consultant into the Hubadviser Network.

THIS BEING SAID, IT IS HEREBY AGREED AS FOLLOWS:

CHAPTER I – CONDITIONS OF THE HUBADVISER NETWORK

Article 1.1 – The Hubadviser Network

1.1.1 The Hubadviser Network is composed of the Hubadviser Network Members and Hubadviser.

1.1.2 Hubadviser is responsible for the engagement of the Hubadviser Network. As such, Hubadviser selects and approves the Hubadviser Network Members with regard to their activity in order to meet the needs of the Clients in the Fields of Intervention.

1.1.3 Hubadviser also carries out commercial prospecting for the benefit of the Hubadviser Network, manages the Services, contacts the Members of the Hubadviser Network whose skills most closely correspond to the needs of the Clients and proposes to them to intervene in the framework of the Services as a subcontractor.

Article 1.2 – Independence of the Parties – No exclusivity

1.2.1 The Parties declare and acknowledge that they are and shall remain, throughout the duration of the Framework Agreement, independent commercial and professional partners, each assuming the risks of their own operations. Neither Party shall be bound by any obligation whatsoever to the other Party outside and beyond the cases and conditions specifically provided for in the Master Agreement and, where applicable, the Application Agreements. In particular, the Adviser acknowledges that the provisions of the Framework Agreement and the performance of the related Missions do not contravene any obligation it may have towards any third party.

The Framework Agreement does not constitute a partnership agreement or an employment contract.

1.2.2 Hubadviser may publicize the existence of its business relationship with the Adviser.

In any case, the Adviser’s electronic signature pads, letterheads and any other official document may only mention its status as a Member of the Hubadviser Network on the condition that there is no confusion as to the distinct legal personalities of the two Parties and the mutually non-exclusive nature of their business relationship.

1.2.3 The Framework Agreement does not imply an exclusivity commitment from the Adviser to Hubadviser, the Adviser remaining free to develop its activities with its own clients, nor does it imply an exclusivity commitment from Hubadviser to the Adviser, Hubadviser remaining free to choose to offer the Services to the Hubadviser Network Member of its choice.

Similarly, the provisions of chapters III and IV do not oblige the Adviser to reserve exclusively and constantly its presentations of business opportunities and profiles likely to integrate the Hubadviser Network.

Article 1.3 – Confidentiality – Protection of Personal Data

1.3.1 The Adviser undertakes to respect the strictest confidentiality with regard to the information/data communicated to it in execution of the Framework Agreement.

This confidentiality agreement is an extension of the confidentiality agreement made by Hubadviser with the Client. Thus, the Adviser undertakes to Hubadviser the same commitments as those made by Hubadviser to the Client. 

It is specified that the confidentiality undertaking made by Hubadviser to the Client specifies that Hubadviser will not share any Client information.  The Adviser acknowledges that he/she has read it and agrees to comply with it.

In the event that a different confidentiality commitment is made by Hubadviser to the Client, the Adviser will be informed by any means and will be deemed to have agreed to comply with it by accepting the Mission.

1.3.2 The Adviser shall establish and maintain safeguards against destruction, loss, alteration or unauthorized disclosure of data in its possession or in the possession of its personnel.

The Adviser shall comply with Law n°78-17 of January 6, 1978 as amended (Loi Informatique et Libertés) and the General Data Protection Regulation n°2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and shall make every effort to comply with local legislation as well as with any similar legislation in all other jurisdictions, in the performance of its obligations under the Framework Agreement and the Application Agreements.

The Adviser warrants to Hubadviser that it is in full compliance with all applicable laws and regulations and its obligations under the Master Agreement, and shall indemnify Hubadviser for any damages, fines, penalties or consequences of any legal action suffered as a result of the Adviser’s non-compliance with its obligations.

Article 1.4 – Non-Competition

1.4. 1. Except with Hubadviser’s prior written consent, the Adviser shall not, for the duration of the Framework Agreement and twelve (12) months after its termination, for any reason whatsoever, take an interest, directly or indirectly, by any means whatsoever and in any form whatsoever (including, but not limited to by entering into a service or subcontracting agreement), in any activity relating to the Fields of Intervention or any other activity carried out by the Adviser in the context of the execution of an Assignment entrusted to it, for the benefit of the Client or any other company controlled or controlling the Client within the meaning of Article L. 233-3 of the French Commercial Code. 233-3 of the Commercial Code.

For the purposes of this article, any Principal for whom the Adviser has carried out an Assignment entrusted by Hubadviser during the last twelve (12) months and any Client to whom the Adviser has been introduced in accordance with article 2.1 below during the last twelve (12) months shall be considered as a Client.

This prohibition shall not apply to:

– Clients who were already clients of the Adviser prior to its approval as a Member of the Hubadviser Network;

– to the Adviser’s clients who have become Hubadviser’s clients through the intermediary of the Consultant under Chapter III of the Framework Agreement.

1.4.2 In case of non-compliance with the above obligation by the Adviser, in addition to the possibility for Hubadviser to order under penalty the cessation of the competitive activity, the Adviser shall owe Hubadviser, as a penalty clause, an irreducible and fixed indemnity fixed as of now at the sum of twenty thousand euros (20,000 euros). This penalty shall be due without the need for a formal notice to cease the activity in question and without prejudice to any other damages that may be claimed by Hubadviser as compensation for the loss actually suffered.

Article 1.5 – Declarative obligations

1.5.1 The Adviser undertakes to fully comply with all legal, administrative, tax and social obligations, to make all declarations and to possess all authorizations necessary for the execution of the Framework Agreement and the Application Agreements.