DATED ____________________________ 20______
BETWEEN
- _______________________________________________________________________________
(“The Client”)
AND
- _______________________________________________________________________________
(“The Service Provider”)
| GENERAL SERVICE AGREEMENT |
This General Service Agreement (the “Agreement”) is entered into on the _______ of ______________, 20____ (“Effective Date”) between the Client and the Service Provider. The Client and the Service Provider may be referred to individually as “Party,” or collectively as “Parties.”
RECITALS
WHEREAS, the Client believes that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Client.
WHEREAS, the Service Provider agrees to provide such services to the Client on the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Services/Scope of Work. The Customer hereby agrees to engage the Provider to provide the Customer with services (hereinafter the “Services”) which consist of Services under Schedule A (as agreed).
3. Term of Agreement.
This Agreement shall come into force on the Effective Date and shall remain in force for a period of ___________________ days/months/years (“Agreement Duration”) unless the Agreement is earlier terminated in accordance with the provisions of this Agreement. Subject to successful performance of the Contract the parties may enter into negotiations to extend the duration of the Agreement on such terms and conditions that may be mutually agreed by the Parties.
4. Warranties.
4.1. The Customer warrants to use the Service only for purposes that are legal, proper and in accordance with the terms of this Agreement.
4.2. Service Provider warrants that all services and deliverables under this Contract shall be completed in a workmanlike manner consistent with standards in the trade, profession, or industry; shall conform to or exceed the specifications set forth in the incorporated Schedule A.
5. Performance. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect and will use their best efforts to ensure the provision and performance of the Services.
6. Currency. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in ____________.
7. Cost, Fees and Payment. For services rendered by the Service Provider under this Agreement, the Client will provide compensation to the Service Provider as provided under Schedule B.
8. Exclusivity. The Services rendered by the Service Provider hereunder are not to be deemed exclusive, and the Service Provider shall be free to render similar Services to others.
9. Cancellations and No-Shows. Parties agree that in the event the Client cancels the Services or is a no-show when the Services are to be rendered, the Client shall be charged a cancellation fee amounting to twenty percent (20%) of the agreed cost of the Service.
10. Notices. All notices, requests, demands or other communications between the Service Provider and the Client shall be in writing and shall be deemed given and served upon delivery, if delivered personally or by email, or three (3) days after mailing by express mail to the following addresses:
CLIENT: ___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
SERVICE
PROVIDER: ___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
___________________________________________
Either Party may provide changes in the above addressees by notice in writing given to the other Party as aforesaid.
11. Dispute Resolution.
11.1. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
11.2. If the dispute is not resolved within a reasonable period, then any or all outstanding issues may be submitted to a court of law representing the laws of [insert state or country].
12. Work Made for Hire. Unless otherwise agreed by the Parties in writing, the Parties agree that all creative work, including without limitation designs, drawings, specifications, techniques, models and processes, resulting by the Service Provider rendering the Services, constitutes work made for hire, all rights to which are owned by the Client.
13. Intellectual Property. The Parties acknowledges that all right, title and interest in and to the Services remain with the Service Provider, except as may be agreed by the Parties in writing.
14. Indemnification. Each Party (the “Indemnifying Party”) shall at all times indemnify and hold harmless the other Party and said other Party’s successors, assigns, shareholders, partners, directors, officers, agents, affiliates, subsidiaries, parent company, volunteers and employees (collectively, the “Indemnified Parties”) from and against any and all liabilities, damages, penalties, settlements, judgments, orders, losses, costs, charges, attorney’s fees, and all other legal and/or equitable proceedings resulting from or relating to (whether directly or indirectly) injury to, loss of, theft of or unauthorized access to personally identifiable information or documents containing such information, as most broadly defined under statute; or any actual or alleged failure to comply with any provision of law. However, neither Party shall be obligated to indemnify an Indemnified Party for liability to the extent it is established by final adjudication that such Indemnified Party contributed to the liability via willful misconduct, or sole negligence for which that Indemnified Party is legally responsible. Each Party’s obligations under this indemnity contract shall survive the completion or termination of the project.
15. Variation to The Agreement
15.1. 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.
15.2. All changes to the Services shall be reduced to writing and executed by both Parties.
16. Force Majeure
16.1. Definition of Force Majeure
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.
16.2. Negligence and intentional acts
Force Majeure shall not include any event which is 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.
16.3. Financial constraints
Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
16.4. Performance excused
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.
16.5. Duty to mitigate
A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Party’s inability to fulfil its obligations hereunder with a minimum of delay. The Parties shall take all reasonable measures to minimise the consequence of any event of Force Majeure.
16.6. Notification
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.
17. General
17.1. Cooperation
The Parties recognise that this Agreement cannot reasonably take into consideration all matters or circumstances that may arise during the execution of the Services. In this regard, should a situation not addressed by this Agreement arise, then the Parties shall cooperate to resolve it bearing in mind the performance of the Services and to develop a mechanism for the resolution of similar issues arising in the course of the execution of the Services. Any mechanism so developed shall be appended to this Agreement and be adopted as a part of this Agreement.
17.2. Confidentiality
Neither Party shall 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 other Party (“Disclosing Party”), whether such information or matter is stated to be confidential or not, without the express written permission of the Disclosing Party.
17.3. Unfulfilled Obligations
Both Parties shall remain liable for the fulfilment of any obligation incurred under the provisions of the Agreement prior to termination and which remains unperformed at the time of termination. For the purpose of determining the nature and extent of any such obligation the Agreement shall be deemed to remain in force between the parties hereto.
17.4. 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.
17.5. 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, it may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.
17.6. Costs
Each party shall bear its own costs incurred in the negotiation, preparation and execution of this Agreement.
18. Assignment. The Service Provider will not assign or otherwise transfer its obligations under this Agreement without the written consent of Client.
19. Entire Agreement. This Agreement contains the entire agreement with respect to the subject matter hereof and supersedes all prior negotiations, understandings, or agreements, written or oral. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
20. Titles/Headings. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
21. Governing Law. It is the intention of the Parties that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of [insert state or country], without regard to the jurisdiction in which any action or special proceeding may be instituted.
22. Severability. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
23. Counterparts. This Agreement may be executed in counterparts which, taken together, shall constitute one original document.
24. Waiver. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
25. Authority to Execute Agreement. Each individual signing this Agreement warrants and represents that he or she has been authorized to enter into this Agreement on behalf of the Party.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first set forth above.
SCHEDULE A – THE SERVICES
The Service Provider and the Client mutually agree the Service Provider shall render the following Services, including, but not limited to the location of delivery and the manner of delivery of the Services:
SCHEDULE B – COMPENSATION
The Service Provider and the Client mutually agree compensation for the Services rendered by the Service Provider shall be as follows:
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