AGREEMENT
THIS Agreement is made on the day of 20XX.
Between:
1. _________________ of ____________(Hereinafter referred to as the
“Company”) on one part;
and
2. _______________________ of ____________________ . (Hereinafter
referred to as the “Client”) on the other part. (Together referred to as
“Parties”)
In consideration of the mutual covenants and agreements herein contained, the
Parties hereby agree as follows:
1. Terms of Engagement
It is hereby agreed that the Client is allowed and given permission to carry out
business and provide services under the license of the Company. However, the
license will be assigned and use in the name of the Company.
2. Payment
The Client shall pay the pay __% of all sales that are attached to this Agreement,
who hereby agrees and acknowledges.
3. Mode of Payment
The parties agree that any payments to be made to the Company shall be via
__________.If payment is via credit card, the contractor will have to pay an
additional 3% to cover the CC fee
4. Term of Agreement
This Agreement shall become effective as of the date of its execution and shall
continue in effect for __________ (herein referred to as “Term”) from the date of
execution.
After the expiry of the Term, both parties agree to meet and evaluate the
continuation of the contract.
5. Termination of Agreement
The Parties agree that either Party may terminate this Agreement at any time with a
prior 30 days’ written notice to the other Party.
Without affecting any other right or remedy available to it, either Party may terminate
this Agreement with immediate effect without giving written notice to the other party
if:
i. The other party fails to pay any amount due under this Agreement on the
due date for payment and remains in default not less than fifteen (15) days
after being notified to make such payment;
ii. The other Party commits a material breach of any term of this Agreement.
The breach is irremediable or, if such breach is remediable, fails to remedy
that breach within fifteen (15) days after being notified in writing to do so.
6. Confidentiality
Parties agree that all terms and conditions of this Agreement and any confidential
information provided by the Company to the Contractor during the Term of this
Agreement must be kept confidential unless disclosure is required according to the
process of law.
Disclosing or using this information for any purpose beyond the scope of this
Agreement (or beyond the exceptions set forth above) is expressly forbidden without
the Parties’ prior consent.
The Parties’ obligation to maintain confidentiality will survive termination of this
Agreement and remain in effect indefinitely.
7. Indemnity
The Client agrees to indemnify and keep indemnified the Company from and against
any and all loss, damage, or liability whether criminal or civil suffered, and legal fees
and costs incurred by the Company in the course of the execution of the obligations
under this Agreement and resulting from any act, neglect or default of the Client.
8. Limitation of Liability
Under no circumstances will either Party be liable for any indirect, consequential, or
punitive damages, including lost profits arising out of or relating to this Agreement or
the transactions it contemplates (including breach of Agreement, tort, negligence, or
another form of action) if said damage is the direct result of one of the Party’s
negligence or breach.
9. Relationship
The Parties herein agree that the Contractor in this Agreement is an Independent
Contractor.
This Agreement does not create an employment or a partnership relationship
between the Parties.
10. Amendments
This Agreement may not be enlarged, modified, altered, or otherwise amended
except in writing, signed by the Parties hereto, and endorsed.
11. Warranties
The Client hereby warrants to the Company that it and each of its employees,
consultants, and subcontractors, if any, that it uses to provide and perform Services
under the Company’s license has the necessary knowledge, skills, experience,
qualifications, and resources to provide and perform the services in accordance with
this Agreement and the contract with the client.
Parties agree that all products mist go through board approval before anything goes
into production.
12. Notices
All notices, requests, and other communications pursuant to this Agreement shall be
addressed as follows:
If to the Company
Telephone: ………………….
E-Mail Address: ………………………..
If to the Client
Telephone: ………………
E-Mail Address: …………………….
13. Dispute Resolution
Each Party hereto agrees to use its best efforts to settle amicably all disputes arising
out of or in connection with this Agreement or its interpretation.
Any dispute arising out of or in connection with this Agreement incapable of being
resolved amicably by the Parties shall be referred to arbitration pursuant to the
applicable arbitral laws of ______________.
14. Intellectual Property
The Parties hereby agree that any intellectual property that has been developed or
will be developed during the performance of this Agreement shall be the property of
that individual party.
15. Force Majeure
Both Parties to this Agreement reserve the right to defer the date for performance of
its obligations under the Agreement or the provisions of the Services, or to terminate
this Agreement, if it is prevented from, or delayed in, carrying on its business by acts,
events, omissions or accidents beyond its reasonable control, including strikes,
lockouts or other industrial disputes, failure of a utility service or transport network,
Acts of God, war, riot, civil commotion, malicious damage, compliance with any law
or governmental order, rule, regulation or direction, accident, breakdown of plant or
machinery, fire, flood, storm or default of suppliers or subcontractors.
16. Waiver
A waiver of any right or remedy under this Agreement or by law is only effective if
given in writing and shall not be deemed a waiver of any subsequent breach or
default.
Failure or delay by either Party to exercise any right or remedy provided under this
Agreement or by law shall not constitute a waiver of that or any other right or
remedy, nor shall it prevent or restrict any further exercise of that or any other right
or remedy.
17. Severability
The invalidity or unenforceability of any particular provision of this Agreement or
portion thereof shall not affect the other provisions or parts thereof that shall be
severed from this Agreement. The remaining provisions shall remain in full force and
effect.
18. Costs
Each Party will pay its costs incurred in preparing and implementing all matters
contemplated by this Agreement.
19. Legal Jurisdiction and Governing Law(S)
This Agreement shall be governed, construed, interpreted, and enforced in
accordance with the Laws of _______________.
20. Entire Agreement
This Agreement constitutes the entire Agreement between the parties. It supersedes
all prior agreements; no statements, promises, or inducements made by either Party
or Agent that are not contained in this Agreement shall be valid or binding.
IN WITNESS WHEREOF, each Party has executed this Agreement, by its duly
authorized representative, as of the day and year set forth below.
Signed by the duly authorized Signatory of
the COMPANY; –
Signature:
_____________________________
Name:
________________________________
Designation:
___________________________
Date:
_________________________________
Signed by the duly authorized Signatory of
the CLIENT –
Signature:
_____________________________
Name:
________________________________
Designation:
___________________________
Date:
_________________________________
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