THIS AGREEMENT is made on the …………..day of……….20……., entered into by the Host and the Company (Host and Company collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
COMMENCEMENT AND DURATION
This agreement shall be valid from __________________________until termination.
The services offered by the Host to the Company shall be hosting a Hotspot. The services shall be provided at a contract sum (term defined below). The Parties accept this contract and agree to devote their time and attention to the professional performance of their duties.
The Company shall pay the Host 20% of the hotspot’s earnings for each calendar month of hosting. A partial first month will be pro-rated. Payment shall be due on the first business day of each month for a period of one month (or less, if pro-rated).
The payment shall be made through the following methods; (select preferred payment method)
☐ Payment in the native Helium cryptocurrency tokens earned by the hotspot (HNT). HNT will be sent to a Helium wallet address of the Host’s choice.
☐ Payment in an equivalent amount of CAD (Canadian dollars). The quantity of HNT tokens will be converted to CAD at the publicly available exchange rate at approximately 11:00 _____on the first business day of the month.
The conversion rate will be based on the Helium (HNT) Price Chart available at https://www.coingecko.com/en/coins/helium.If the coingecko website is unavailable for any reason, or if the Company at its discretion deem to use another source for the exchange rate, a substitute may be used and the Host will be provided with the source of the exchange rate information.
Funds will be transferred to the Host via EFT, bank transfer, or other electronic means.
Any and all costs associated with the transfer or the conversion of tokens will be deducted from the payment made to the Host.
The Company agrees to pay the Host the contract sum when it falls due.
PARTIES’ REPRESENTATIONS AND WARRANTIES.
The Parties represent and warrant the following: There is no contractual obligation to which they are subject, which prevents them from entering into this contract or performing their duties entirely under this contract.
LIABILITY OF THE PARTIES
A Party shall be compensated for damages caused by the other Party. No Party shall be held liable for any damages, where:
The damage has been occasioned by the other Party, their representatives, employees, or agents, or
The damage has been caused by an event beyond the control of the Party, e.g., force majeure or accidents provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.
AUTONOMY (select one)
Except as otherwise provided in this agreement;
☐ The Company will work at the Host’s direction.
☐ The Company will have complete control over their working time, methods, and decision-making concerning the provision of the services per the agreement. The Company will work autonomously and not at the direction of the Host. The Company shall, however, be responsive to the reasonable needs and concerns of the Host.
The relationship of the Parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby.
PROHIBITION ON TRANSFER
The Host shall not transfer or assign this agreement without the Company’s consent. However, the Company may transfer or assign this agreement or subcontract its obligations hereunder at any time without the Host’s consent. If the Company does so, anyone to whom the Company transfers, assigns, or subcontracts any or all of its obligations will have all of the Company’s rights with respect to such obligations.
Arbitration shall resolve any dispute under this agreement. The Parties will select a qualified Arbitrator in writing. If the Parties fail to agree on an Arbitrator, then each Party shall select an Arbitrator and the two selected Arbitrators shall select a third Arbitrator.
Either Party may terminate this agreement at any time and for any reason, including but not limited to breach of this contract, upon giving the other Party no less than seventy-two (72) hours’ notice in writing (“termination notice”). If a Party wishes to terminate the contract with less than seventy-two (72) hours’ notice, the other Party reserves the right to charge costs that they have already been paid in advance or incurred.
Parties agree that the termination notice shall be served through a mutually agreed upon method by the Parties.
Breach of this agreement shall include but shall not be limited to the Host’s failure to provide power, internet access, or agreed upon physical space for the hotspot, damaging the hotspot, or interfering with the hotspot’s proper functioning in any way.
Upon termination of this agreement, each Party shall promptly return all property legally belonging to the other Party.
The termination of this agreement shall not discharge the liabilities accumulated by either Party.
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.
Parties 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, whether such information or matter is stated to be confidential or not, without the express written permission of the other Party.
CHANGES TO THE AGREEMENT
Either Party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all Parties, and recorded. If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall issue any necessary clarification or instruction.
Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.
The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.
This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. 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. The Parties will exercise utmost good faith in this agreement.
The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.
All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.
The Parties shall be served through the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.
THE HOST: ___________________________________________
THE COMPANY: ___________________________________________
The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.
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This agreement shall be governed in all respects by the laws of Quebec, Canada.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.
Signed by the duly authorized representative of the HOST Signature: Name: Designation: Date:………………………………………………….
Signed by the duly authorized representative of the COMPANY Signature: Name: Designation: Date:………………………………………………….