THIS MOVING SERVICES AGREEMENT is entered into on [insert date]
BETWEEN
(1) Just Breath Movers whose principal place of business is at [insert
address], [Nevada, United States of America, [insert Zip Code] (the "Servicer")
(2) [Insert name of the client] whose principal place of business is at
[insert address], [insert city], United States of America, [insert Zip Code] (the
"Client") (along with the Servicer, each a "Party", together the "Parties")
WHEREAS
(1) The Servicer is in the business of providing moving services;
(2) The Client wishes to engage the Servicer to provide such moving services in
connection with the Client’s home;
It is agreed as follows:
1. Interpretation
1.1 Definitions
Agreement means any agreement made subject to the terms and conditions
below;
Services mean certain moving services, including the following services to be
carried out by the Servicer:
Services: [List the services you intend to
provide]
Date means [insert date the moving is to commence] and [insert date that the
items are supposed to have been delivered] or as may otherwise be agreed
between the Client and the Servicer (including any extended date for
completion fixed hereunder).
1.2 In this Agreement, unless the context otherwise requires:
(a) References to persons include individuals, bodies corporate (wherever
incorporated), unincorporated associations and partnerships;
(b) The headings are inserted for convenience only and do not affect the
construction of the Agreement;
(c) References to one gender include all genders; and
(d) Any reference to an enactment or statutory provision is a reference to it as it
may have been, or may from time to time be amended, modified, consolidated
or re-enacted.
2. Servicer’s obligations
2.1 The Servicer agrees to use its professional knowledge and skill to pack,
load into a vehicle and transport all household and personal possessions as
instructed by the Client, from [insert client’s address from which items have to
be moved] to a location of [insert address to which the items have to be moved
to].
2.2 The Servicer further agrees to provide the Services in a professional and
diligent manner consistent with generally recognized industry standards and
good commercial practice, using efforts comparable to those customarily used
for similar services.
2.3 The Servicer shall comply with and give all notices required by, all laws and
regulations applicable to the Services, including all laws and regulations related
to (i) anti-bribery and corruption, and (ii) data protection.
2.4 Any services outside of the scope as defined in Services will require a new
Agreement for other services, agreed to by the Parties.
3. Servicer Employees
3.1 The Servicer shall assign a sufficient number of employees (“Employee” or
“Employees”, as appropriate), based on the number of items to be moved,
exclusively for the performance of the Services.
3.2 The Servicer reserves the right to change any Employee assignment at any
time for any reason whatsoever.
4. Inventory
4.1 The Servicer shall prepare an inventory of the items being shipped and shall
list the condition of each item, including any damage to any items. Once
prepared, both Parties shall retain the inventory for comparison once the items
are delivered. The Inventory shall be attached to this Agreement as Exhibit 1.
5. Completion of the work
5.1 The Servicer hereby understands and acknowledges that time is of the
essence with respect to the Servicer’s obligations defined in this Agreement and
that prompt and timely performance of all such obligations is strictly required.
5.2 The Services shall be completed by the Completion Date. If it becomes
apparent that the Services will not be completed by the Completion Date for a
good reason, then the Client may grant such an extension of the time for
completion as it thinks fair and reasonable to take account of the reasons for
the delay.
5.3 Upon adequate completion of the work, the client shall be required to sign a
contract closeout to verify that the services rendered were satisfactory and that
they met the requirements of the contractual terms. Execution of the closeout
shall indemnify the servicer of any legal liability that may accrue from the
contract.
6. Service Fees
6.1 In consideration for the full, prompt, and satisfactory performance of all
Services to be rendered to the Client, the Client shall pay the Servicer a service
fee ("Fee") of USD [insert amount] payable in accordance with the following
schedule:
i. [List schedule of payments and amounts]
6.2 The Servicer will invoice the Client prior to the Payment Date. The invoice
will include any and all services performed under this Agreement as well as any
expenses.
6.3 Payment will be due on the Payment Date. A late charge on the
outstanding amount may be added to invoice not paid on time.
6.4 From time to time throughout the duration of this Agreement, the Servicer
may incur certain expenses that are not included as part of the Fee for the
Services to this Agreement. Should the client be unwilling to comply with the fee
structure for the extra charges that may be incurred in the course of completion
of the agreement, the servicers shall not be liable for damage suffered.
6.5 The Servicer agrees to keep an exact record of any and all expenses
acquired while performing the Services. The Servicer will submit an invoice
itemizing each expense, along with proof of purchase and receipt, with the
invoice.
6.6 Any items that had been previously undisclosed by the client in his/her item
list shall incur extra charges.
6.7 The Client shall notify the Servicer in writing of any dispute with an invoice
along with any substantiating documentation or a reasonably detailed
description of the dispute within 10 Business Days from the date of the Client’s
receipt of such invoice subject to dispute.
6.8 The Client will be deemed to have accepted all invoices for which the
Servicer does not receive timely notification of a dispute and shall pay all
undisputed amounts due under such invoices within the period set forth in this
Agreement. The Parties shall seek to resolve all such disputes expeditiously
and in good faith.
7. Laws and Permits
7.1 The Client acknowledges that the Servicer is bound by the rules of a
location (more specifically, apartment complex parking). Any flexibility desired,
by the Clients, in the rules imposed by the location shall be the subject of
discussion between the Client and the management of the location.
8. Background Check
8.1 The Servicer affirms that its Employees have been subject to and passed a
comprehensive background check.
8.2 The Servicer hereby declares that no Employee has a criminal history,
including, but not limited to, convictions for crimes associated with driving and
violence against children
8.3 The Servicer hereby affirms that no Employee is listed on any sex-offender
registry
9. License and Insurance
9.1 The Servicer shall obtain such licenses and approvals as needed for doing
business in the state, city, and/or country where the Services are to be
provided.
9.2 The Servicer shall maintain such insurances as are necessary to cover the
liability of the Servicer in respect of injury or damage arising out of or in the
course of or caused by the carrying out of the Services. The Servicer shall
produce such evidence as the Client may reasonably require that such
insurances are properly maintained with well-established insurance offices or
underwriters of repute.
10. Claims
10.1 The Client must submit any claim for lost, damaged or destroyed items
within [insert number of days] from the date of delivery. In the event of loss of all
items part of the shipment, the Client must submit a claim for lost items within
[insert number of days] from the date on which the shipment should have been
delivered. Such claim shall be submitted in writing to the Servicer and the
Servicer’s insurance company for processing.
10.2 The Servicer shall acknowledge receipt of the claim from the Client within
[insert number of days] The Servicer shall then have 15 days to provide the
Client with a disposition.
11. Warranties and Indemnities
11.1 The Client shall promptly report to the Servicer any defects in
the Servicer’s performance of the Services as soon as reasonably practicable
after any such defect comes to the attention of the Client.
11.2 Where any defect in the provision of the Services is reported to
the Servicer by the Client or otherwise comes to the attention of the Servicer,
the Servicer shall, without limiting any other right or remedy of the Client, use its
reasonable endeavors to provide such further services as are necessary in
order to rectify the default as soon as is reasonably practicable.
11.3 The Parties agree that the rights and benefits held and received by the
Client through the Servicer’s Service under this Agreement shall only be
enforceable by the Client through such Service and upon the terms of this
Agreement, and any liability in respect of any breach of such rights and benefits
shall be determined solely in accordance with the terms of this Agreement.
11.4 The Client will indemnify the Servicer on first written demand against any
or all liabilities incurred by the Servicer arising out of or as a result of acting as
the service provider hereunder.
11.5 Neither Party shall be liable for any indirect or consequential loss
howsoever caused, including but not limited to, loss of anticipated profits, loss
of contracts, goodwill, reputation and losses or expenses resulting from third
party claims.
12. Term and Termination
12.1 This Agreement shall be effective on the date hereof and shall continue
indefinitely until the expressly agreed upon date of the completion of the
Services, unless it is earlier terminated in accordance with the terms of this
Agreement.
12.2 The Servicer may terminate this Agreement at any given time upon one
month’s written notice to the Client.
12.3 Either Party may by notice in writing forthwith terminate the Agreement if
the other Party becomes bankrupt or makes any composition or arrangement
with his creditors or has a winding up order made or (except for the purposes of
reconstruction) a resolution for voluntary winding up is passed or a receiver or
manager of its business or undertaking is duly appointed or possession is taken
by or on behalf of any creditor of any property the subject of a charge.
12.4 The Client understands that the Servicer may terminate this Agreement at
any time if the Client fails to pay for the Services provided under this Agreement
or if the Client breaches any other material provision listed in this Agreement in
the manner as defined above. Client agrees to pay any outstanding balances
within 5 days of termination.
13. Ownership of materials
13.1 Subject to the clause below, the Servicer reserves all intellectual property
rights (if any) which may subsist in any deliverables, or in connection with, the
provision of the Services. The Servicer reserves the right to take such action as
may be appropriate to restrain or prevent the infringement of such intellectual
property rights.
13.2 The Servicer licenses all such rights to the Client free of charge and on a
non-exclusive, worldwide basis to such extent as is necessary to enable the
Client to make reasonable use of the deliverables and the Services.
13.3 If this Agreement is terminated, this license will automatically terminate.
14. Confidential information
14.1 The Client shall both during and after the arrangements contemplated by
this Agreement have terminated:
(a) keep confidential the terms of this Agreement and all information, whether in
written or any other form, which has been disclosed to it by or on behalf of any
other party which by its nature ought to be regarded as confidential (including,
without limitation, any business information in respect of any other party which
is not directly applicable or relevant to the transactions contemplated by this
Agreement); and
(b) procure that its officers, employees and representatives and those of its
subsidiary companies keep secret and treat as confidential all such
documentation and information.
14.2 Clause 14.1 does not apply to information:
(a) Which shall after the date of this Agreement become published or otherwise
generally available to the public, except in consequence of a willful or negligent
act or omission by the recipient party in contravention of the obligations in
clause 14.1;
(b) to the extent made available to the recipient party by a third party who is
entitled to divulge such information and who is not under any obligation of
confidentiality in respect of such information to any other party or which has
been disclosed under an express statement that it is not confidential;
(c) to the extent required to be disclosed by any applicable law or by any
recognized stock exchange or governmental or other regulatory or supervisory
body or authority of competent jurisdiction to whose rules the party making the
disclosure is subject, whether or not having the force of law, provided that the
party disclosing the information shall notify the other party of the information to
be disclosed (and of the circumstances in which the disclosure is alleged to be
required) as early as reasonably possible before such disclosure must be made
and shall take all reasonable action to avoid and limit such disclosure;
(d) Which has been independently developed by the recipient party otherwise
than in the course of the exercise of that party’s rights under this Agreement or
the implementation of this Agreement.
(e) Which, in order to perform its obligations under or pursuant to this
Agreement, any party is required to disclose to a third party;
(f) disclosed to any applicable tax authority to the extent reasonably required to
assist the settlement of the disclosing party’s tax affairs or those of any of its
shareholders or any other person under the same control as the disclosing
party; or
(g) Which the recipient party can prove was already known to it before its
receipt from the disclosing party.
14.3 The provisions of this clause 14 shall survive any termination of this
Agreement.
15. Announcements / Publicity
15.1 Except as required by law or by any stock exchange or governmental or
other regulatory or supervisory body or authority of competent jurisdiction to
whose rules the Party making the announcement or disclosure is subject,
whether or not having the force of law, no announcement or disclosure in
connection with the existence or subject matter of this Agreement shall be made
or issued by or on behalf of any Party without the prior written approval of the
others, such approval not to be unreasonably withheld or delayed.
15.2 Where any announcement or disclosure is made in reliance on the
exception in clause 15.1, the Party making the announcement or disclosure will
use its reasonable endeavors to consult with the other Party in advance as to
the form, content and timing of the announcement or disclosure.
16. Amendment
16.1 No variation of this Agreement shall be valid unless it is in writing and
signed by or on behalf of the Parties to it.
16.2 Unless expressly agreed, no variation shall constitute a general waiver of
any provisions of this Agreement, nor shall it affect any rights, obligations or
liabilities under or pursuant to this Agreement which has already accrued up to
the date of variation, and the rights and obligations of the Parties under or
pursuant to this Agreement shall remain in full force and effect, except and only
to the extent that they are so varied.
17. Assignment
17.1 The Client shall not assign the Agreement or sub-contract the performance
thereof without the prior written consent of the Servicer.
18. Severability
18.1 If and to the extent that any provision of this Agreement is held to be
illegal, void or unenforceable, such provision shall be given no effect and shall
be deemed not to be included in this Agreement but without invalidating any of
the remaining provisions of this Agreement. The Parties shall meet to negotiate
in good faith to agree a valid, binding and enforceable substitute provision or
provisions, (if necessary, with a reconsideration of other terms of this
Agreement not so affected) so as to re-establish an appropriate balance of the
commercial interests of the Parties.
19. Further assurance
19.1 Each of the Parties agrees to perform (or procure the performance of) all
further acts and things, and execute and deliver (or procure the execution and
delivery of) such further documents, as may be required by law or as may be
necessary or reasonably desirable to implement and/or give effect to this
Agreement and the transaction contemplated by it.
20. Warranty of Capacity and power
20.1 Each Party represents and warrants to the other Parties that:
(a) It has full authority, power and capacity to enter into and carry out its
obligations under this Agreement;
(b) All necessary acts and things have been taken or done to enable it lawfully
to enter into and carry out its obligations under this Agreement; and
(c) When executed, this Agreement will create obligations which are valid and
binding on it and enforceable in accordance with their terms
21. Force Majeure
21.1 None of the Parties shall be liable for any failure or delay in performing any
of its obligations under or pursuant to this Agreement if such failure or delay is
due to any cause whatsoever outside their reasonable control, and they shall be
entitled to a reasonable extension of the time for performing such obligations as
a result of such cause.
22. No Rights under Contracts for Third Parties
22.1 A person who is not a Party to this Agreement shall have no right under
any law to enforce any of its terms.
23. Arbitration and Proper law
23.1 The Parties shall use all reasonable endeavors to resolve any dispute
amicably and in good faith.
This document is governed by and is to be construed in accordance with the
laws of Nevada applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction
of the courts of Nevada (and any court of appeal) and waives any right to object
to an action being brought in those courts, including on the basis of an
inconvenient forum or those courts not having jurisdiction.
24. Notices and service
24.1 Any notice so served by hand, e-mail or post shall be deemed to have
been duly given:
in the case of delivery by hand, when delivered;
in the case of fax or electronic mail on a business day prior to 5.00 pm, at
the time of receipt ;
in the case of prepaid recorded delivery, special delivery or registered
post, at 10 am on the second business day following the date of posting;
provided that in each case where delivery by hand or by e-mail occurs after 5
pm on a business day or on a day which is not a business day, service shall be
deemed to occur at 9 am on the next following business day. References to
time in this clause are to local time in the country of the addressee.
24.2 The addresses of the Parties for the purpose of clause 24.1 are as
follows:
Servicer
Just Breath Movers
Address: [insert address]
[insert where the city in which your company is located]
Nevada
United States of America
[insert Zip Code]
E-mail: [insert company email]
For the attention of: [insert name of contact person from your company]
Client
[insert name of the client]
Address: [insert address]
[insert city]
Nevada
United States of America
[insert Zip Code]
E-mail: [insert client’s email]
For the attention of: [Insert name of party to contract]
25. Counterparts
25.1 This Agreement may be executed in any number of counterparts and by
the Parties to it on separate counterparts, each of which is an original but all of
which together constitute one and the same instrument.
As Witness this Agreement has been signed on behalf of the Parties the day
and year first above written.
SIGNED by )
for and on behalf of Just Breath Movers )
)
__________________ )
SIGNED by )
for and on behalf of [Insert name of the client] )
)
__________________ )
Exhibit 1 – Inventory of Items
1. [List
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