SERVICE AGREEMENT

 

SERVICE AGREEMENT

 

 

 

BETWEEN

                                                             

 

                           BOYD H. ANDERSON HIGH SCHOOL

              (“The Client”)

 

           AND

 

 

                                                           DALE SPORTS LLC

                                                 (“The Company”)

 

 

 

THIS AGREEMENT is made on the ……..…… day of…………..…………20……..…, is entered into by and between the Client and the Company (Client and Company collectively referred to herein as the “Parties” or individually as the “Party”).

 

WHEREAS:

 

• The Company is a skilled and professional marketing consulting company based in Fort Lauderdale, Florida. The Company works with different sports organizations to create Sports Integrative Branding Strategies. These strategies include events, tournaments, fundraisers and the creation of merchandise.
• The Company develops and promotes brand awareness for clients.
• The Client

School Name –

Boyd H. Anderson High School

Physical Address

3050 NW 41st St, Lauderdale Lakes, FL 33309

 

• The Client wishes to engage the Company to provide the Services.
• The Company has indicated and warranted that it has the necessary skills, expertise, personnel, and equipment to carry out and complete the Services at the Contract Sum (a term defined below) and to the standards that are stated in this Agreement.
• The Client now wishes to enter into this Agreement with the Company under which the Company will provide the Services.

THEREFORE, in consideration of mutual promises, representations, covenants, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to the following terms and conditions and to be bound thereby:

 

 

1. DEFINITIONS AND INTERPRETATIONS
   • In this Agreement:

• “Agreement” means this Agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this Agreement);
• “Contract Sum” means United States Dollars……………..;
• “Intellectual Property” means the copyright, know-how, the trade names and any marks, trade device, service mark, symbol, code or specification, patents, designs, and other individual or intellectual property rights used in or associated with any of the Parties;
• “Services” means the services rendered by the Contractor as provided under Schedule A;
  • In this Agreement, unless the context otherwise requires, any reference to:
• the singular includes the plural and vice versa;
• a person includes reference to a body corporate or other legal entity;
• any written law includes that law as amended or re-enacted from time to time;
• any agreement or other document includes that Agreement or other document as varied or replaced by the Parties in writing from time to time;
• a clause is to the relevant clause of this Agreement;
• any Party includes that Party’s successors and assigns.
  • Clause headings are inserted for convenience only and shall be ignored in construing this Agreement.
  • The identification of certain breaches in this Agreement as being “Material” does not indicate that only those breaches are material.
  • Where the Agreement provides for the giving or issue of any notice, consent, approval certificate, or determination, it shall be in writing, and the words notify, certify or determine shall be construed accordingly. Routine communications relating to the performance of this Agreement may be conducted by electronic mail.

 

2. application of terms and the Contractor UNDERSTANDING
   • Save as may otherwise be provided in this Agreement, the terms and conditions set out in this Agreement are the only terms on which the Client is prepared to deal with the Company. They shall govern the relationship between the Parties to the entire exclusion of all other agreements entered into with the Client concerning the provision of the Services.
   • If any ambiguity is found in the various documents forming this Agreement, the Company shall issue any necessary clarification or instruction.
   • All documents annexed to this Agreement shall be subject to the terms under this Agreement, provided that the Parties append their signatures on the documents.

 

3. COMMENCEMENT AND DURATION

This Agreement shall come into force upon execution and shall remain in force until either Party terminates this Agreement or until a specified (date).

4. TERM OF THE AGREEMENT
5. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement, and, or
6. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until a specified (date).
7. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days written notice to the other Party.
8. Except as otherwise provided in this Agreement, the Contractor’s obligations will end upon the termination of this Agreement.

4.1.2 PAYMENT TERMS

1. The Client shall pay the Company 20% of the fundraised money. The fundraised money shall be $ 40,000.
2. The Company shall be paid upon the completion of the Project. The Project is anticipated to run for six months.
3. The Project will cost $25,000 to build.
4. The Company shall be personally responsible for financing this Project from the beginning.
5. The Company shall be entitled to be paid all expenses incurred at the end of the fundraiser.
6. THE OBLIGATIONS of the COMPANY
7. REBRANDING THE CLIENT’S BOYS BASKETBALL TEAM – SOCIAL MEDIA
8. The Company shall make social media postings for the Client to promote the growth of the Client’s fan base between the student body and the community and the Client’s alumni.
9. The Company shall ensure the Content is original, factual, compliant with the terms and conditions of the social media platforms used, compliant with all applicable guidelines, and must contain any tags, links, or titles the Client requests to be included in the uploaded media.

• The Company shall create and operate the Client’s official Instagram and Facebook page accounts.

1. The Company shall create and post original marketing artwork on all of the Client’s Social Media Platforms mentioned above.
2. The Company shall not be required to seek approval from the Client before publishing a post.

 

1. RECREATING THE CLIENT’S OFFICIAL NEW LOGO

The Company has already recreated the official Client’s logo.

 

1. FUNDRAISING CAMPAIGN
2. The Company shall organize a fundraiser campaign for the Client’s boys’ basketball team booster club. The purpose of the campaign shall be to raise money for a new locker room for the boys’ basketball team. The target amount to be raised is $40 000.
3. The Company is fully responsible for running the campaign on behalf of the Client.

 

1. The Company shall possess the technical resources necessary for the correct implementation of the Services within the term and under the conditions established in the present Agreement.

 

The Company shall deliver to the Client, in a period of no more than ……… calendar days after the signing of the present Agreement, a preliminary report specifying the actions to be taken in line with Schedule A and periods of time necessary for compliance with the Agreement.

 

6. THE OBLIGATIONS OF THE CLIENT
   1. The Client shall undertake to supply the Company all relevant information necessary for the compliance of the Agreement by the Company.
   2. The Client shall pay the Company the Contract Sum in such a manner and at an interval to be agreed upon by the Parties.
7. LIABILITY OF THE PARTIES.
   1. No Party shall be held liable for any portion of the Services, or the equipment forming part of the Services, where the same is the subject of a criminal offense caused by the other Party;
   2. No Party shall be held liable for the other Party’s misuse, abuse, or illegal action involving the Services or any product arising from the Services.
8. WARRANTIES
   1. The Company warrants that it is skilled and competent to offer the services.
   2. The Company warrants that it will provide the Services with due care and diligence and to such high standard of quality consistent with applicable standards and as it is reasonable the Client to expect in all the circumstances;
9. in accordance with the provisions of this Agreement and such other instructions as may be given by the Client; and
10. in accordance with all applicable laws and consents.

 

9. INDEPENDENT CONTRACTOR

The relationship of the parties hereto is that of independent contractors. The parties hereto are not deemed to be agents, partners, or joint ventures of the others for any purpose as a result of this Agreement or the transactions contemplated thereby.

 

10. INTELLECTUAL PROPERTY

The Parties agree that any ideas, concepts, discoveries, techniques, patents, copyrights or trademarks which are developed or discovered by the Company, solely or jointly with others, during the subsistence of this Agreement shall automatically upon their creation become the exclusive property of the Company.

 

11. EXCLUSIVITY OF THE COMPANY.

For the purposes of this Agreement, the Company’s role with the Client is non-exclusive; the Company is free to work for other Clients for the duration of this Agreement.

 

12. COPYRIGHT

The Content created by the Company, for the purposes of fulfilling this Agreement, shall be the intellectual property of the Client.

 

 

12. DISPUTE RESOLUTION
    1. If any dispute arises between the Parties related to this Agreement, it shall be resolved by mediation between and among the parties. Parties shall act in good faith to resolve the dispute.
    2. In the event that a dispute cannot be resolved through good faith mediation, the Parties agree to submit to binding mediation.
    3. In the event of mediation, the prevailing Party will be entitled to its legal fees, including, but not limited to, its attorneys’ fees.

 

13. TERMINATION
    1. Either Party shall be entitled to immediately terminate this Agreement upon the breach of its terms by the other Party in the event that the Party in breach fails to rectify the said breach within thirty days upon issuance of a notice to rectify the same.
    2. Either Party may terminate this Agreement upon giving the other Party no less than 30 days’ notice in writing.
    3. Upon termination of this Agreement, the Company shall
14. Stop the Services entirely, or as may be specified in the notice; and
15. Deliver all complete and incomplete Services to the Client.
    1. Upon termination of this Agreement, the Client shall
16. Immediately Pay the Company any sums due to it prior to the termination;
    1. The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
    2. Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.
    3. This Agreement will automatically terminate when both Parties have performed all of their obligations under the Agreement and all payments have been received.

 

14. VARIATION to the agreement

Either Party may request variations to the Agreement.  The Parties shall enter into discussions to agree on any required changes, revised pricing, and time for performance.  Such variations will only be effective if agreed in writing by the Parties.

 

 

 

15. Force Majeure
16. For the purposes of this Agreement, “Force Majeure” means an event which could not reasonably have been avoided by a diligent party in the circumstances, which is beyond the reasonable control of a party and which makes a party’s performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
17. Force Majeure shall not include any event caused by the negligence or intentional action of a Party or such Party’s subcontractors or agents or employees or by a failure to observe good professional practice.
18. Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
19. The failure of a Party to fulfil any of its obligations hereunder shall not be considered to be a breach of or default under this Agreement insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care, and reasonable alternative measures, all with the objective of carrying out the terms of this Agreement.
20. A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Party’s inability to fulfill its obligations hereunder with a minimum of delay. The Parties shall take all reasonable measures to minimize the consequence of any event of Force Majeure.
21. A Party affected by an event of Force Majeure shall notify in writing the other Party of such event as soon as possible, and in any event not later than five (5) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.
22. Not later than fourteen (14) days after the Company, as a result of an event of Force Majeure, has become unable to discharge a material portion of its obligations, the Parties shall consult with each other with a view to agreeing on appropriate measures to be taken in the circumstances.
23. CONFIDENTIALITY

The Company shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this Agreement or any other information of any nature whatsoever concerning the Client, whether such information or matter is stated to be confidential or not, without the express written permission of the Client.  The Company gives this covenant on its behalf.

 

17. NO WAIVER

Except where this Agreement provides otherwise, the rights and remedies contained in it are cumulative and not exclusive to rights or remedies provided by law.  The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

 

18. SEVERABILITY

If any provision of this Agreement is declared by any judicial or other competent to be void, voidable, illegal or otherwise unenforceable, the Parties shall amend that provision in such reasonable manner as achieves the intention of the Parties without illegality or at the discretion of the Company, it may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

 

19. COSTS

Each Party shall bear its costs incurred in the negotiation, preparation, and execution of this Agreement.

 

20. APPLICABLE LAW

The Parties agree that construction, validity, and performance of this Agreement shall be governed by the State and/or Country in which the duties of this Agreement are expected to take place; this Agreement shall be governed by STATE OF FLORIDA LAW.

 

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.

 

Signed by the duly authorized representative of the CLIENT         Signature: ……………………………………………… Name: ………………………………………………….. Designation: ………………………………………….. Date:…………………………………………….………………..

Signed by the duly authorized representative of the COMPANY         Signature: ……………………………………………… Name: ………………………………………………….. Designation: ………………………………………….. Date:…………………………………………….………………..

 

 

 

SCHEDULE A

 

The services offered by DALE SPORTS LLC shall include:

 

 

• The Company created the blueprint design of the new locker room.

 

• The Company created the marketing slogan, Market plan, the basketball team booster club website.

 

• The Company paid for the domain name, bank account for donation and email account.

 

• The Company has reached out to different businesses for sponsorship, setting up meetings.

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