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The Contractee and Contractor shall collectively herein be referred to as the “Parties” or individually as the “Party” and shall include 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:
This Agreement shall be valid from the Effective Date until termination.
The Services provided by the Contractor to the Contractee are of bookkeeping and tax preparation services along with other reasonably incidental services thereto. The Contractor shall use reasonable good faith efforts in providing the services. The Contractor is also hereby authorized to communicate directly with the Contractee’s Clients in line with fulfilling their duties under this Contract; however, the same shall be done in good faith in line with the Contractee’s best interest.
The Contractee will pay the Contractor __________USD for the Services performed, which will be due quarterly (3month intervals) or as may be otherwise agreed between the parties. At no point shall the Contractor demand payments from the Contractee’s clients.
For the duration of this Agreement, any subsequent agreement executed for the same or similar purpose, and after the termination of this Agreement, the Contractor shall not interfere with the Contractee’s relationship with, or endeavor to entice away from the Contractee, the Contractee’s Customers, any officer, director or employee or any person who had a material business relationship with the Contractee in the duration of this Agreement.
The Contractor agrees to indemnify, hold harmless and defend the Contractee and its directors, officers, employees, and agents from and against any action, claim, demand, or liability, including reasonable attorney’s fees and costs, arising from or relating to: (i) the Contractor’s breach of this Agreement; (ii) the negligence or willful misconduct of the Contractor; or (iii) any allegation that the Contractor caused injury or damage to any third Person (“Person” is defined as any individual, corporation, Contractee, partnership, government or any other entity). The Contractor agrees that the Contractee shall have the right to participate in and control the defense of any such claim through counsel of its choosing at the Contractor’s expense.
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. The Contractee is not required to pay or make any contributions to any social security, local, state, or federal tax, unemployment compensation, workers compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Contractor during the term. The Contractor is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Contractor under this Agreement.
The Contractor hereby agrees that it will not represent to any third party that its engagement by the Contractee is in any capacity other than as an independent contractor.
The Contractor agrees that any intellectual property and associated rights owned, discovered or developed by the Contractors, solely or jointly with others, in connection with his services performed under this Agreement, shall constitute works for hire and shall automatically upon their creation or discovery become the exclusive property of the Contractee property.
The Contractee shall have the unfettered right to deal with the said intellectual property in any way it thinks fit. The Contractor irrevocably and unconditionally waives all rights relating to the said intellectual property to which he may now or in the future be entitled. The Contractor shall only use the intellectual property subject to the Contractee’s terms and consent.
The Contractor shall not transfer or assign this Agreement without the Contractee’s consent. However, the Contractee may transfer or assign this Agreement or subcontract its obligations hereunder at any time without the Contractor’s consent. If the Contractee does so, anyone to whom the Contractee transfers, assigns, or subcontracts any or all of its obligations will have all of the Contractee’s rights with respect to such obligations.
RETURN OF THE PROPERTY
Upon the expiration or termination of this Agreement or demand by the Contractee, the Contractor shall return any of the Contractee’s property to the Contractee, including but not limited to; documentation, records, or confidential information. All property should be returned in the same condition at issuance failure to which damages shall become payable. Reasonable wear and tear will be allowed.
The Contractor shall reimburse the Contractee for any Contractee property lost or damaged in an amount equal to the market price of such property.
Any dispute under this Agreement shall be resolved under Dutch law.
Either Party may terminate this Agreement at any time.
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.
All non-public, confidential or proprietary information of the Contractee, disclosed by the Contractee to the Contractor, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Contractee in writing. Upon the Contractee’s request, the Contractor shall promptly return all documents and other confidential materials received from the Contractee. The Contractee shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Contractor at the time of disclosure; or (c) rightfully obtained by the Contractor on a non-confidential basis from a third party.
In addition, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of the Contractee.
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.
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing, at least one month in advance of its effective date and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.
The Contractor acknowledges that they have been provided with the opportunity to negotiate this Agreement and to seek legal counsel before signing this Agreement. In addition, the Contractor acknowledges that the restrictions imposed are fair, reasonable, and necessary to protect the Contractee’s legitimate business interests and will not place an undue burden upon their livelihood in the event of enforcement of the restrictions. The Contractor also acknowledges that they have entered into this Agreement with the capacity and authority to contract freely and voluntarily.
This Agreement shall be governed in all respects by the laws of The Netherlands and its Courts without regard to its conflict of law provisions.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as of the day and year set forth below.