XXX SERVICES AGREEMENT
THIS SERVICE AGREEMENT is entered into on [insert date]
BETWEEN
1. XXX, LLC whose principal place of business is at [insert address] (the Consultant)
2. [INSERT NAME OF THE CLIENT] whose address for the purposes of this agreement is
[insert address] (the Client)
WHEREAS
The parties agree that the Work shall be carried out in accordance with and subject to this
Agreement hereto.
It is agreed as follows:
1. INTERPRETATION
Definitions
Agreement means any agreement made subject to the terms and conditions below;
Work means the services and deliverables to be performed by the Consultant set out herein
below and more particularly set out in Schedule 1 to this Agreement;
i. The Consultant shall Conduct a thorough site investigation within 24 hours;
ii. Determine if disability discrimination/public accommodation violation occurred;
iii. Generate a comprehensive report detailing the reported non-compliant issues;
iv. Represent complainant during settlement negotiations with a Professional ADA
Settlement Negotiator if public accommodations violation occurred;
v. If a hearing is necessary, ADA 360 will provide a list of attorneys for the complainant to
choose;
vi. ADA 360 is compensated ONLY if we negotiate a settlement and that will be paid by
the respondent and if a hearing is necessary, the attorney will collect on behalf of ADA
360 for our time and report
vii. [kindly expound on the work/services to be performed by the Company/Consultant]
Completion Date means [insert date in which the work is supposed to have been completed] or
as may otherwise be agreed between the Client and the Consultant (including any extended date
for completion fixed hereunder);
2. CONSULTANT’S OBLIGATIONS
2.1 The Consultant shall carry out the Work under this Agreement.
2.2 If any instruction or variation from the Client (which must be in writing) is likely to result in
additional charges or any delay to the Completion Date, the Consultant may, within 5 days
of the issue of the relevant instruction or variation but not otherwise, claim in writing for a
variation in fees and/ or an extension of time under Clause 3.1 which shall be agreed by
the Client to the extent that they are reasonable.
2.3 The Consultant shall appoint a competent person in charge and any instructions given to
him by the Client shall be deemed to have been issued to the Consultant.
3. COMPLETION OF THE WORK
3.1 The Consultant shall have fulfilled its obligations by completing the Work, including
delivery to the Client of the materials listed in the Schedule 1 entitled “Deliverable
Materials” (if any) and the Client accepts such activities and materials without
unreasonable objections. No response from Client within 3 business days of
deliverables being delivered by consultant is deemed acceptance.
3.2 The Work shall be completed by the Completion Date. If it becomes apparent that the
Work will not be completed by the Completion Date for 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 delay.
4. LIABILITY OF THE CONSULTANT
4.1 If the Consultant is in breach of its obligations in respect of the supply of services under
this Agreement, the sole remedy of Client shall be to require the Consultant to carry out as
promptly as practicable such repeat or remedial services as shall be appropriate to ensure
that the relevant services are carried out (save only as to the time of their performance) as
originally planned.
4.2 In no event shall the Consultant be liable to the Client for loss of profits or other indirect or
consequential loss of any kind whether arising from negligence, breach of contract or
otherwise.
4.3 Without prejudice to any other limitation or exclusion of liability under this Agreement, the
total liability of Consultant to Client arising in respect of any claim, shall not exceed the
total Agreed Price for the Work.
4.4 The Consultant shall have no liability to Client in respect of or arising out of the
performance, or non-performance, of the services contemplated by this Agreement save
as expressly set out in this Agreement.
4.5 Nothing in this Agreement shall prevent the Consultant from being engaged, concerned or
having any financial interest in any capacity in any other business, trade, profession or
occupation during the performance provided that:
a. such activity does not cause a breach of any of the Consultant’s obligations under this
Agreement;
b. the Consultant shall give priority to the provision of the Services to the Client over any
other business activities undertaken by the Consultant during the course of the
performance.
4.6 The Client agrees to indemnify, defend, and protect the Consultant from and against all
lawsuits and costs of every kind pertaining to the Client’s business including reasonable
legal fees due to any act or failure to act by the Client based upon the Consulting
Services.
5. SUPPLIES AND EQUIPMENT
The Consultant shall use their own supplies and equipment necessary to deliver and complete
the Services as defined under this Agreement unless otherwise expressly requested by the
Consultant and agreed upon by the parties. Should the Client not furnish any agreed-upon
supplies and or materials requested, the Client understands they will be responsible for
reimbursing the Consultant for all expenses incurred.
6. PAYMENT
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 Consultant a Service fee of $[insert
amount]. Payment is made immediately after receipt of invoice by the Client.
6.2 From time to time throughout the duration of this Service Agreement, the Coach may incur
certain expenses that are not included as part of the Fee for the Services to this
Agreement.
6.3 The Consultant agrees to keep an exact record of any and all expenses acquired while
performing the Services. The Consultant will submit an invoice itemizing each expense,
along with proof of receipt, with the invoice.
7. INTELLECTUAL PROPERTY
7.1 The Consultant and its licensors shall retain ownership of all Consultant’s intellectual
property rights if any. The Parties acknowledge and agree that the Client will hold all
intellectual property rights in any work product resulting from the Work including, but not
limited to, copyright and trademark rights.
8. CONFIDENTIALITY
8.1 Each Party undertakes that it shall not at any time disclose to any person any confidential
information concerning the business, affairs, customers, clients or suppliers of the other
Party or of any member of the group of companies to which the other Party belongs,
except as permitted by Clause 8.2.
8.2 Each Party may disclose the other Party’s Confidential Information:
a. to its employees, officers, representatives or advisers who need to know such
information for the purposes of carrying out the Party’s obligations under this
Agreement. Each Party shall ensure that its employees, officers, representatives or
advisers to whom it discloses the other Party’s confidential information comply with this
clause; and
b. as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
8.3 No Party shall use any other Party’s Confidential Information for any purpose other than to
perform its obligations under this Agreement.
9. TERMINATION
9.1 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.
9.2 The Client understands that the Consultant 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 Consulting Agreement in the manner as
defined above. Client agrees to pay any outstanding balances within 7 days of termination.
10. NO RIGHTS UNDER CONTRACTS FOR THIRD PARTIES
A person who is not a party to this Agreement shall have no right under any law to enforce
any of its terms.
11. GOVERNING LAW AND JURISDICTION
The parties shall use all reasonable endeavors to resolve any dispute amicably and in good
faith.
This document is governed by and are to be construed in accordance with the laws of [insert
jurisdiction] applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of
[insert jurisdiction] (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.
12. NOTICES AND SERVICE
12.1 Any notice so served by hand, e-mail or post shall be deemed to have been duly given:
a. in the case of delivery by hand, when delivered;
b. in the case of electronic mail on a Business Day prior to 5.00 pm, at the time of
receipt;
c. 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.
12.2 The addresses of the parties for the purpose of clause 13.1 are as follows:
Consultant
ADA 360, LLC
Address: [insert address]
United States of America
E-mail: [insert company email]
For the attention of: [insert name of representative]
Client
[insert name of the client]
Address: [insert address]
United States of America
E-mail: [insert email address]
For the attention of: [insert name of client]
13. NATURE OF AGREEMENT
13.1 Nothing in this Agreement shall create, or be deemed to create, a partnership or the
relationship of employer and employee between the parties.
13.2 Client and Consultant expressly agree and understand that the above-listed Consultant is
an independent contractor hired by the Client and nothing in this Agreement shall be
construed in any way or manner, to create between them a relationship of employer and
employee, principal and agent, partners or any other relationship other than that of
independent parties contracting with each other solely for the purpose of carrying out the
provisions of the Agreement.
13.3 The Consultant is solely responsible for directing and controlling the performance of the
Services, including the time, place and manner in which the Services are performed. The
Consultant shall use its best efforts, energy and skill in its own name and in such manner
as it sees fit.
13.4 This Agreement sets out the entire agreement and understanding between the parties with
respect to the subject matter hereof. This Agreement supersedes all previous
agreements, arrangements and understandings between the parties with respect to the
subject of this Agreement, which shall cease to have any further force or effect. It is
agreed that:
a. neither party has entered into this Agreement in reliance upon any representation,
warranty or undertaking of the other party which is not expressly set out or referred
to in this Agreement, and all conditions, warranties or other terms implied by
statute or common law are hereby excluded to the fullest extent permitted by law;
b. a party may claim in contract for breach of Warranty under this Agreement but shall
have no claim or remedy under this Agreement in respect of misrepresentation
(whether negligent or otherwise, and whether made prior to, and/or in, this
Agreement) or untrue statement made by the other party;
c. this clause shall not exclude any liability for fraudulent misrepresentation.
14.5 If any provision of this Agreement is held by any court or other competent authority
to be void or unenforceable in whole or part, this Agreement shall continue to be valid as
to the other provisions thereof and the remainder of the affected provision.
14.6 This Agreement may not be modified except by an instrument in writing signed by
the duly authorized representatives of the parties.
14.7 The Parties subject to this Agreement understand and acknowledge that this
Agreement is not exclusive. Each Party respectively agree that they are free to enter into
other similar Agreements with other parties.
14. FORCE MAJEURE
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure
to perform, any of its obligations under this Agreement if such delay or failure result from
events, circumstances or causes beyond its reasonable control. In such circumstances, the
time for performance shall be extended by a period equivalent to the period during which
performance of the obligation has been delayed or failed to be performed. If the period of
delay or non-performance continues for one (1) month, the party not affected may terminate
this Agreement by giving 1 (one) week’s written notice to the affected party.
15. ASSIGNMENT
The Consultant may assign the Agreement or sub-contract the performance thereof without
the prior written consent of the Client.
As witness this Agreement has been signed by the duly authorized representatives of the Parties
the day and year first before written.
SIGNED by )
for and on behalf of XXX, LLC )
__________________
SIGNED by )
for and on behalf of [insert name of the client] )
__________________
SCHEDULE 1: Scope of Work
The Consultant shall provide the Services as follows:
1. Conduct a thorough site investigation within 24 hours;
2. Determine if disability discrimination/public accommodation violation occurred;
3. Generate a comprehensive report detailing the reported non-compliant issues;
4. Represent complainant during settlement negotiations with a Professional ADA Settlement
Negotiator if public accommodations violation occurred;
5. If a hearing is necessary, ADA 360 will provide a list of attorneys for the complainant to
choose;
6. ADA 360 is compensated ONLY if we negotiate a settlement and that will be paid by the
respondent and if a hearing is necessary, the attorney will collect on behalf of ADA 360 for our
time and report
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