SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

_______________________________________________________________(“THE COMPANY”)

AND

___________________________________________________________(“THE CONSULTANT”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., entered into by the Company and the Consultant (Company and Consultant 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:

1. COMMENCEMENT AND DURATION

This agreement shall be valid from _________________________for a period of one (1) year.

• SERVICES

The Consultant shall provide consultancy services for the Company’s loan software at a contract sum (term defined below). The Consultant shall use reasonable good faith efforts in providing the services. The services will also include any other tasks which may be agreed on by the Parties.

• CONTRACT SUM

In exchange for the services, the Company shall pay the Consultant $________________which shall be due on ____________________________.

• 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.

• AUTONOMY (pick one)

Except as otherwise provided in this agreement;

☐ The Consultant will work at the Company’s direction.

☐ The Consultant will have full control over working time, methods, and decision-making in relation to the provision of the services per the agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.

• NON-SOLICITATION

For the duration of this agreement, any subsequent agreement executed for the same or similar purpose, and after the termination of this agreement, the Consultant shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s Clients or any person who had a material business relationship with the Company in the duration of this agreement.

• NON-COMPETE

For the duration of this agreement, any subsequent agreement executed for the same or similar purpose, and _______________(insert period) after the termination of this agreement, the Consultant shall not directly or indirectly engage in the businesses in which the Company engages in or in which the Company has an actual intention to engage in, within any geographic area in which the Company is then conducting such business.

• EQUIPMENT (select one)

Except as otherwise provided in this agreement,

☐ The Consultant will provide any resources necessary to deliver the services per the agreement at the Consultant’s own expense.

☐ The Company will provide any resources necessary to deliver the Consultant’s services per the agreement at the Company’s own expense.

• INDEPENDENT CONTRACTOR

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 Company 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 Company is in any capacity other than as an independent contractor.

1. NON-ASSIGNMENT

A Party shall not transfer or assign this agreement without the other Party’s consent.  This consent shall not be unreasonably withheld.

1. EXCLUSIVITY (select one)

☐ This agreement is nonexclusive, and the Company may retain the services of other Consultants, and the Consultant may also offer their services to other persons.

☐ This agreement is exclusive, and the Company may not retain the services of other Consultants, and the Consultants may also not offer their services to other persons.

1. RETURN OF THE PROPERTY

Upon the expiration or termination of this agreement or request by the Company, the Consultant will return to the Company any property, documentation, records, or confidential information that is the Company’s property.

The Company shall also return any property legally belonging to the Consultant.

1. DISPUTE RESOLUTION

Mediation shall resolve any dispute under this agreement.

1. TERMINATION
2. Either Party may terminate this agreement at any time upon breach of the contract by the other Party or if the other Party agrees to the termination in writing.
3. Otherwise than for breach or through consent, either Party may terminate this agreement upon giving the other Party no less than ________days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
4. The termination of this agreement shall not discharge the liabilities accumulated by either Party.
5. 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.

1. Force Majeure
2. For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party 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.
3. A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this agreement, 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.

1. CONFIDENTIALITY

The Consultant shall not at any time disclose, directly or indirectly to any other person any information concerning this agreement or any additional information of any nature whatsoever concerning the Company, whether such information or matter is stated to be confidential or not, without the express written permission of the Company.

The Consultant shall not, without the prior written approval of the Company, use for Consultant’s benefit, or permit the use by others for their benefit or to the detriment of the Company, any information concerning this agreement or any additional information of any nature whatsoever concerning the Company, whether such information or matter is stated to be confidential or not.

The Consultant shall only use any information concerning this agreement or any additional information of any nature whatsoever concerning the Company, whether such information or matter is stated to be confidential or not for fulfilling their obligations under this agreement.

This includes but is not limited to the sharing, repurposing, or profiting from the Company’s loan software.

1. 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.

1. NO WAIVER

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.

1. SEVERABILITY

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.

• COUNTERPARTS

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.

• ENTIRE AGREEMENT

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.

• headings

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.

• PRONOUNS

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.

• NOTICES

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 COMPANY: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE CONSULTANT: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

• CONSULTANT ACKNOWLEDGEMENTS

The Consultant acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. The Consultant acknowledges that the restrictions imposed are fair, reasonable, and necessary to protect the Company’s legitimate business interests and will not place an undue burden upon their livelihood in the event of enforcement of the restrictions. In addition, the Consultant acknowledges that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.

• GOVERNING LAW

This agreement shall be governed in all respects by the laws of Bangkok, Thailand.

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 COMPANY Signature:  Name:  Designation:  Date:…………………………………………………..

Signed by the CONSULTANT  Signature :  Name:  Date:…………………………………………….……