SERVICE AGREEMENT.

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March 18, 2023

SERVICE AGREEMENT.

This Service Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between ____________________, Contact Info: ___________________________ (hereinafter referred to as the “Company”), and __________, Contact Info:  ___________, (herein referred to as the “Contractor”).

WHEREAS, the Contractor shall refer to any person and/or sales recruiter who finds clients, resources or full time placement of a consultant for the Company.

NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:

  1. TERM.

The initial term of this Agreement shall be for a period ______ [Days/Weeks/Months/Years] commencing on the Effective Date herein.

  • SCOPE.
    • The Contractor is being retained to find resources for the Company and/or find permanent work or clients for the Company.
    • The Contractor acknowledges and understands that they shall only receive payments for clients and/or resources that they personally referred to the Company and who stay with the Company for three months or more.
  • PAYMENT/CONSIDERATION.

Three months after a successful placement, the Company shall pay the Contractor ________ Dollars per placement. Payments to be made through ________________.

  • RELATIONSHIP BETWEEN THE PARTIES.

The Contractor shall be retained as an independent contractor.  The Contractor shall be fully responsible for payment of their own income taxes on all compensation earned under this Agreement.  The Company shall not withhold or pay any income tax, social security tax, or any other payroll taxes on the Contractor’s behalf during the term of this Agreement.

  • NON-COMPETE/NON-SOLICITATION.
    • The Contractor shall not, during the term of this Agreement, refer and/or source clients and resources for any other company, business and entity that offers the same or similar services as those offered by the Company. The Contractor acknowledges and understands that during the term of this Agreement and while they are in association with the Company, they shall not offer any referral services to any company or business that is in competition with the Company.
    • The Contractor understands and acknowledges that they shall not during the term of this Agreement or after the lapse of 3 months of successful placement encourage a client or employee to quit and/or terminate their association and business with the Company.
  • CONFIDENTIALITY.

The Contractor agree to keep details of this Agreement and any other confidential information about the business and/or confidential information about the referred/placed resources, work, employees and clients as covered under this Agreement and the dealings of the Company confidential. The Contractor will not use the said information without prior written consent by the Company except;

  • The information is required by law.
  • The information is already in the public domain.
  • COPYRIGHT/INTELLECTUAL PROPRIETARY RIGHTS.

The Company shall retain all and any copyright/intellectual proprietary rights to its brand, long, materials, content, trade secrets and any other copyrighted content as is necessary for this this Agreement including but not limited to ownership of all the clients, employees, work and resources successfully placed by the Contractor as covered under this Agreement. Upon termination/cancellation of this Agreement, the Contractor shall return to the Company any and all materials provided for them for the performance of their obligations.

  • WAIVER AND ASSIGNMENT.
    • The waiver by either Party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall NOT in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.   
    • No Party shall assign its rights or obligations under this Agreement without prior Notice or consent by the other Party.
  • FORCE MAJEURE:

The failure on the part of the Contractor to perform their obligation under this Agreement will not be considered as default if such failure is the result of natural calamities, acts or God, Covid-19, extreme adverse disasters and circumstances beyond the control of the parties. The Contractor shall inform the Company of such inconveniences promptly and arrange for a reschedule of the sessions.

  1. TERMINATION/CANCELLATION.

The Parties acknowledge that either Party can terminate/cancel this Agreement at any time provided that they issue a _______ Day Written Notice on the same. The Company may terminate/cancel this Agreement if the Contractor violates any of the terms covered under this Agreement and/or encourages the clients and employees to resign or terminate their relationship with the Company after the expiry of the Three month period. The Company shall ensure to pay any unpaid payments due before the Agreement is effectively terminated/cancelled.

  1. DISPUTE RESOLUTION.

In the event of disputes arising about the execution of this Agreement and/or performance of obligations stated herein, the Parties shall solve such issues through a binding mediation process in accordance with the ADR rules and mechanisms of the State of New York, USA. If the mediation process fails to provide mutual resolve, the matter shall be resolved through litigation and each Party shall be responsible for all and any of their legal fees.

  1. MODIFICATION.

This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.  No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

  1. GOVERNING LAW/JURISDICTION.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA. Exclusive jurisdiction and venue shall be in the State of New York, USA.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.

COMPANY: _____________            ___________________                        ___________

                       (SIGNATURE)                  (NAME)                                             (DATE)

CONTRACTOR: _____________            ________________________              ___________

                                 (SIGNATURE)                           (NAME)                                    (DATE)

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