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September 2001 (Short Version)
EFAMRO GuidelineContract for Market Research Services

1. Parties to the Agreement

This Research Service agreement is entered into as of [day, month, year]

between

[Name and address of the commissioning company] represented by
Mr/Mrs _____________________

hereafter called the "Client"

and

[Name and address of the Research Agency] represented by
Mr/Mrs _____________________

hereafter called the "Agency"

2. Purpose and Definition

2.1. The Agency shall supply the Client with the services described in the Appendix "Statement of Work/Research Proposal" in accordance with the terms and conditions defined in this Agreement and its appendices.

3. Agency Obligations and Guarantees

3.1. The Agency warrants that all services provided pursuant to the Agreement shall be performed in accordance with the general principles of the profession, as described in the ICC/ESOMAR International Code of Marketing and Social Research Practice and in accordance with the. The Agency also warrants that all services included in this Agreement shall be carried out in accordance with any National Codes or Guidelines issued by the National Market Research Association (specify).

3.2. In all matters relating to the supply of market research services, the Agency adheres to the codes of conduct and Quality Standards EMRQS (European Market Research Quality Standards) as adopted and published by EFAMRO (European Federation of Market Research Organisations) - or the National Quality Standard (specify).

4. Rights of the Client and Agency

4.1. Reports, and other documents relevant to the project, provided by the Agency, become the property of the client and are normally for use within the Client company, its associated Companies (including the Client's marketing, advertising and other relevant and duly authorised consultants and advisers).

4.2. In the absence of a written agreement to the contrary, all intellectual property rights, including without limitation all copyright and know-how in research techniques, research specifications, proposals, completed questionnaires and any other survey materials provided to the client by the Agency, shall remain the property of, and are confidential to the Agency or its subcontractors and information contained therein may not be revealed to third parties without permission.

4.3. If the results of a research study are intended for publication the client shall inform the agency of this intention before the study is conducted. Any published data must first be checked with the agency who may propose changes to the text in order to ensure that the data published are clear, accurate and not misleading in any way. In the event of publication of data from a survey without the agency's consent, the agency reserves the right to publish any corrections or additional information from the research he may think necessary to ensure that the data are fairly and accurately reported.

4.4. The Agency will keep all original data related to the research project (e.g. reports, questionnaires, databases, audio/videotapes, briefing, code books, …), whether computerized or not, for a period of two years after completion of the project.
During this period, the Agency will be explicitly responsible for guarding the confidentiality of all material.
After two years, the Agency all material may be destroyed by the Agency without reference to the Client. At the request of Client, material may be stored for a longer period provided the Client agrees to pay the full costs of so doing.

4.5. Where results are not supplied on time, either wilfully or by significant negligence on the part of the Agency, the Client may claim that the partial service is no longer of value to him. In this case, the Client must present prima facie evidence clearly setting the reasons why he considers the research no longer of value.
The Agency shall not be liable for any loss resulting either from delay in performance or objective performance where such loss arises from unforeseeable circumstances, atypical damage or damage attributable to the Client's own area of control.

5. Communication Process

5.1. The method of conducting this research project must be approved in writing by the Client prior to the commencement of the project and based on the research proposal stating the nature of the services and their prices.

5.2. If the Agency proposal was based on figures (such as product penetration rates) provided by the Client which are subsequently found to be inaccurate and if this leads to any substantial gap or delay, then the Agency may adjust its timing and costs accordingly. The agency shall notify the Client in writing the nature of the errors in the information provided and their likely impact in terms of budget and timing.

5.3. Any major problems or delays arising within the Agency shall be notified in writing to the Client by the Agency. In the event of changes or delays due to action or failure on the part of the Client, the Agency shall be informed at least five working days before any formal commencement of the project. If not, the Agency may charge the Client for any consequential loss or damage.

6. Payment

6.1. Unless explicitly stipulated otherwise, the total agreed fee (plus VAT) will be invoiced in three instalments :

40% on commissioning
40% end of fieldwork / data collection
20% on delivery of the final report.

6.2. Invoices are payable within 30 days from the date thereon.

6.3. If on expiring of 60 days any invoice remains unpaid, the Agency may add a surcharge of (2.)% for each month or part of month during which the payment has not been received.

6.4. Charges relating to international projects involving foreign fieldwork or services costs, will be based on exchange rates prevailing between ………….. (currency) and the other(s) currency(ies) of the survey country(ies) on date . The rates used are those quoted in ……………….. source . The Agency reserves the right to adjust the final fee in line with any exchange rate fluctuation during the course of the survey.

7. Termination

7.1. Each party shall be entitled to terminate this agreement forthwith upon the occurrence of any of the following events :

- where either party breaks an essential obligation entered into under this agreement which is not capable of remedy or, if capable, shall not have been remedied within a reasonable time of receiving a written notice of complaint from the other party.

- when either party is declared bankrupt or insolvent or files a petition for moratorium or goes into liquidation or enters into a composition with its creditors.

In any case, payment can only be required for work that has been carried out (but not necessarily finished) at the date of termination.

7.2. In the event of a study being cancelled by the client after commissioning but before commencement of fieldwork, the Agency may impose a collaboration charge up to 25% of the total quoted fee.
In the event of cancellation after the commencement of fieldwork, not withstanding the provisions of the clause 8.1, the Agency reserves the right to charge the full fee.

7.3. When this agreement is terminated for whatever reason, the Agency will return all research materials and information (reports, etc.) to the Client.

8. Miscellaneous

8.1. The Agency shall not be liable to the Client whether in contract, tort or otherwise for any consequential or indirect loss of damage arising out of the performance or non-performance by the Agency of any of its obligations hereunder.

Without prejudice to the foregoing the Agency's entire liability under or in connection with this agreement whether in contract, tort or otherwise shall in no circumstances exceed the fees payable hereunder.

8.2. The Client is fully responsible for all damage or injury caused by test materials or test products he has provided to the Agency for research purposes unless the Agency failed to take normal care of the materials/products.

8.3. The documents which constitute the Agreement between the parties are the following :

- this Agreement
- the Appendix
- Statement of work/proposal
- ICC/ESOMAR code
- National code/guide line (optional)
- EFAMRO Quality Standards (or national QS where relevant)
- Any other document (to specify)

9. Applicable Law

9.1. Disputes that arise a result of an agreement between the Agency and the Client shall be settled in accordance with the rules of arbitrage of ESOMAR.

9.2. This agreement will be governed by and constructed in accordance with [country] law.

10. Transfer of Rights and Obligations

The Agency is not authorised to assign or transfer his rights and obligations as set out under this agreement, unless prior written consent is provided by the Client.

In witness whereof, the Parties hereto caused duplicate copies of this Agreeement to be executed by their duly authorized officers on the dates and places indicated below.

For the Client For the Agency

Place: ………………….. Place:…………………….
Date: …………………… Date: …………………….

By: By:
Name: …………………. Name: …………………….
Title: …………………… Title: ……………………….