Service Agreements
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SERVICE AGREEMENT
This SERVICE AGREEMENT (“Agreement”) is effective [DATE],
BETWEEN: [COMPANY NAME] (the "Contractor"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
AND: [COMPANY NAME] (the "Customer"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
(The Contractor and the Customer shall be individually referred to as a “Party” and collectively referred to as the “Parties”, as the context may require).
WHEREAS
A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE].
B. Customer desires to have Contractor provide services for them.
C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the “Services”).
NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows:
S
ERVICES PROVIDED
Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services”):
Description of the project: [DESCRIBE THE SERVICE REQUIRED].
SCOPE OF WORK
Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the “Scope of Work”).
TERM
Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY].
PERFORMANCE
The parties agree to do everything possible to ensure that the terms of this Agreement take effect.
PAYMENT FOR SERVICE
S
In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract.
If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law.
Or
Customer will pay Contractor as follows: [SPECIFY].
DELIVERY OF SERVICES
The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates.
SECURITY
The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal.
OWNERSHIP RIGHT
The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version.
All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the "Work Product" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's "Work Product".
The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product.
RETURN OF PROPERTY
Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer.
COMPENSATION
For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor.
In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies:
terminate the agreement,
revoke or suspend services or deliverables, or
take legal action.
INDEMNIITY
The Contractor must indemnify and save harmless [CUSTOMER] and its employees and agents from any losses, claims, damages, actions, causes of action, costs and expenses that [CUSTOMER]’s employees or agent may sustain, incur, suffer or be put at any time, either before or after this Agreement ends, including any claim of infringement of third-party intellectual property rights, where the same or any of them are based upon, arise out of occur, directly or indirectly, by reason of any act or omission by the Contractor or by any of the Contractor’s agents, employees, officers, directors or subcontractors in connection with this Agreement, excepting always liability arising out of the independent acts or omission of Customer’s employees and agents.
WORKER COMPENSATION
The Contractor must ensure that any Subcontractors comply with all applicable occupational health and safety laws in relation to the performance of the Contractor’s obligation under this Agreement, including specific laws in [STATE/PROVINCE] jurisdiction.
CONFIDENTIALITY
Customer and Contractor acknowledge and agree that the Scope of Work and all other documents and information related to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of [CUSTOMER'S NAME].
Contractor and its employees, agent or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of [CONTRACTOR’S NAME] or divulge, disclose, or communicate in any manner, any information that is proprietary ("Confidential Information") to [CUSTOMER’S NAME].
[CONTRACTOR’S NAME] and its employees, agent and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.
Excluded from the “Confidential Information” definition is anything that can be seen by the public.
LIMITED WARRANTY AND LIMITATION ON DAMAGES
The Contractor warrants that the Services will be in accordance with the scope of the work. If the Services or Deliverables do not conform to the Scope of the Work, the Contractor shall be liable to correct the Services or Deliverables without unreasonable delay, at the sole expense of the Contractor and at no cost to the Client, in order to bring the Services or Deliverables into conformity with the Scope of the Work.
This guarantee is the exclusive guarantee offered to the Customer. The Customer waives all other warranties, express or implied.
ENTIRE AGREEMENT
This Agreement constitutes the complete understanding between the Parties. No other promises, representations, or agreements shall be binding unless signed by these Parties.
15.2. This Agreement cannot be altered, amended, or modified in any respect, except by a writing duly executed by all Parties to the Agreement.
SEVERABILITY
In the event that any court of enforcement authority determines that any provision of this Agreement is unenforceable, the provision at issue shall be enforced to the maximum extent permitted by law, and all other provisions shall remain in full effect.
CHOICE OF LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of [PROVINCE OR STATE] without reference to its provisions regarding choice of law.
IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.
CONTRACTOR CUSTOMER
Authorized Signature Authorized Signature
Print Name and Title Print Name and Title
EXHIBIT A
SCOPE OF WORK
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