This Service Agreement (hereinafter, the “Agreement”), is dated as of _________ (hereinafter, the “Effective Date”), and is entered into by and between the following parties:
_________ of _________, _________, _________ _________, _________ (hereinafter, the "Client"),
and
_________ of _________, _________, _________ _________, _________ (hereinafter, the "Contractor").
1. SERVICES
During the term of the Agreement, _________ shall perform the following services for _________ (hereinafter, the “Services”):
2. PAYMENT AMOUNT AND METHOD
During the Term of the Agreement, the Client agrees to pay the Contractor as follows:
Regular payments of $ Hourly.
In the event that an invoice is not paid when due, the Contractor shall be entitled to charge interests on the outstanding payment at the rate of % per year, or the maximum percentage of interest permitted under applicable _________ laws.
agrees to pay, in addition to the principal and interest due hereon, all reasonable attorney fees, plus all other costs and expenses of collection and enforcement.
In addition to any other right or remedy provided by law, the failure of _________ to pay for the Services when due shall be considered a material breach of this contract, and _________ may terminate this Agreement and/or seek legal remedies.
3. TERM
This Agreement will commence on the Effective Date and shall continue until completion of the Services by the Contractor, unless earlier terminated as provided herein, or unless extended by mutual agreement expressed in writing signed by both parties prior to the completion of the Services by the Contractor.
4. OWNERSHIP OF WORK
The Contractor acknowledges and agrees that all intellectual property and related material, including but not limited to any copyrightable works, ideas, discoveries, inventions, patents, products or other information (hereinafter, the “Work Product”), performed under this Agreement shall be considered “Work Made for Hire” as defined in the U.S. Copyright laws and, therefore, shall be owned by and be for the express benefit of the Client.
If requested by the Client, the Contractor will provide and execute all necessary documentation to confirm or perfect the ownership of the Client to the Work Product.
5. INDEPENDENT CONTRACTOR
The Contractor certifies that, in providing the Services under this Agreement, he is acting as an independent contractor and not as an employee or an agent. Nothing contained in this Agreement shall be deemed to constitute an employment, agency, joint venture or partnership relationship between the parties.
6. NON EXCLUSIVE CLAUSE
The Parties hereby acknowledge that this Agreement is non-exclusive, and nothing herein shall prevent either Party from entering into similar or same agreements with third parties.
7. EVENTS OF DEFAULT
The occurrence of any of the following events shall constitute and is hereinafter referred to as an "Event of Default":
a. If either party fails to make a required payment when due.
b. If either party becomes unable to perform its duties and fails to make available or deliver the Services in the time and manner provided for in this Contract.
c. If either party becomes or is declared insolvent or bankrupt.
d. If either party’s property becomes subject to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
8. REMEDIES
In the event that either party (hereinafter, the “Defaulting Party”) fails to perform any of its material obligations under this contract, or if any one of the hereinabove described Events of Default occurs which causes damage to the other Party (hereinafter, the “Non-defaulting Party”), it shall be considered a material breach of this Agreement.
In such an event, the Non-defaulting Party may notify the Defaulting Party in writing and request it to rectify and correct such breach of contract within _________ working days from the effective date of such notice. If the Defaulting Party fails to cure the default(s) within such period of time, this agreement will be automatically terminated.
The defaulting Party shall be liable for any such breach pursuant to the applicable laws.
9. FORCE MAJEURE
Neither party shall in no event be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for any delay or failure in fulfilling or performing any obligation under this agreement when such delay or failure is resulting from circumstances beyond its reasonable control (hereinafter, “Force Majeure causes”).
The term Force Majeure shall include, without limitation, acts of God, acts of civil or military authorities, insurrections, vandalism, riots, wars, lock-outs, embargoes, acts of nature, fire, natural disasters, epidemics, work stoppages or other labor disputes, or supplier failures.
A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event:
(a) provide written notice to the other Party of the nature and extent of any such Force Majeure cause; and
(b) use reasonable efforts to remove any such causes and resume performance under this Agreement, as soon as reasonably practicable.
10. DISPUTE RESOLUTION
In the event a claim, dispute or controversy arises out of or in connection with this Agreement, the parties agree to attempt to resolve the claim, dispute or controversy by conducting good faith negotiations.
If the parties are unable to settle the matter between themselves within 30 days, the dispute shall thereafter be resolved by binding arbitration under the then current Commercial Arbitration Rules of the American Arbitration Association.
11. ENTIRE AGREEMENT
This document constitutes the entire agreement and understanding between the parties, and supersedes all prior agreements and understandings, whether oral or written, with respect to the subject matter of this Agreement.
12. SEVERABILITY
This Agreement will be enforced to the fullest extent permitted by applicable law.
If for any reason any term or provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability will not affect any other term or provision of this Agreement. However, the parties shall cease performing such invalid or unenforceable provisions and negotiate in good faith to replace such invalid or unenforceable provision with a valid, legal and enforceable provision consistent with the intent original one.
13. AMENDMENTS
This Agreement may be amended or modified as needed. However, any modification, variation or amendment of this Agreement shall only be valid if made in writing form and duly signed by the parties obligated under the amendment.
14. GOVERNING LAW
This Agreement shall be governed, construed and interpreted in accordance with the Laws of the State of .
15. NOTICES
Any and all notices, requests, demands or other communications to be given under this Agreement must be (i) given in writing and (ii) personally delivered or mailed by certified or registered mail, return receipt requested, or transmitted by electronic mail transmission to the party to whom such notice or communication is directed, to the mailing address or electronic mail address of such party as set forth in the opening paragraph of this Agreement, or to such other address or email address as any party may from time to time notify the other.
16. WAIVER
The waiver by either party of a breach, default, delay or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.
17. ATTORNEY'S FEES
In the event that any action is instituted to enforce or interpret the validity of this Agreement or any of its provisions, the prevailing party in such action shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other available remedies.
18. ASSIGNMENT
This Agreement and all rights and obligations hereunder may not be assigned by either party without prior written consent of the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| Service Recipient: | |
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| By: | Date: ________ |
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| Service Provider: | |
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| By: _____________ | Date: ________ |
| _____ | |
