SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

__________________________________ (THE CONTRACTOR)

AND

____________________________________________ (THE CLIENT)

THIS AGREEMENT is made on the …………..day of……….20……., entered into by the Contractor and the Client (Contractor and Client collectively referred to herein as the “Parties” or individually as the “Party”) and includes that party’s successors and assigns.

WHEREAS:

• The Contractor is a service provider.
• The Client is desirous of procuring the Contractor’s services.
• The Contractor has the necessary skills, expertise, personnel, and equipment to provide the services at the Compensation (a term defined below) and to the standards stated in this agreement.
• The Client now wishes to enter into this agreement with the Contractor, compensating it for its services.

Parties agree to the following terms and conditions and to be bound thereby:

1. DEFINITIONS AND INTERPRETATIONS
2. In this Agreement:
3. “Agreement” means this agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this agreement); 
4. “Confidential information” refers to any data or information relating to the business of the Client which would reasonable be considered to be proprietary to the Client including, but not limited to, accounting records, business processes and Client records and that is not generally known in the industry of the Client and where the release of that confidential information could reasonably be expected to cause harm to the Client; and
5.  “Intellectual Property” means the copyright, know-how, the trade names, and any marks, trade device, service mark, symbol, code or specification, patents, designs, and other individual or intellectual property rights used in or associated with any of the Parties.

• In this agreement, unless the context otherwise requires, any reference to:
• the singular includes the plural and vice versa;
• any agreement or other document includes that agreement or other form as varied or replaced by the Parties in writing from time to time;
• Clause headings are inserted for convenience only and shall be ignored in construing this agreement.

• APPLICATION OF TERMS
  • Save as may otherwise be provided in this agreement, the terms and conditions set out in this agreement are the only terms on which the Contractor is prepared to deal with the Client.
  • If any ambiguity is found in the agreement or various documents forming this agreement, the Contractor shall issue any necessary clarification or instruction.
  • 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.

• COMMENCEMENT AND DURATION

This agreement shall come into force upon execution by both parties and shall remain in force for one (1) year renewable after twelve (12) months.

• CURRENCY

Except as otherwise provided in this agreement, all monetary amounts referred to in this agreement are in USD (US Dollars)

• COMPENSATION

The Contractor will charge the Client for the services at the rate of $ 28.29 per hour (the “compensation”). The Client will be invoices every two weeks. Invoices submitted by the Contactor to the Client are due within 14 days of receipt. The Contractor will not be reimbursed for any expenses incurred with connection with providing the services of this agreement

• INTEREST ON LATE PAYMENTS

Interest payable on any overdue amounts under this agreement is charged at a rate of 10.00 % per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

• SERVICES PROVIDED

The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):

• Provide hotel staff

The services will also include any other tasks which the parties may agree on. The Contractor hereby agrees to provide such services to the Client.

• AUTONOMY

Except as otherwise provided in this agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the services in accordance with the agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the client.

• EQUIPMENT

Except as otherwise provided in this agreement, the Contractor will provide at the Contractor’s won expense, any and all tools, machinery, equipment, raw materials, supplies, workware and any other items or parts necessary to deliver the services in accordance with the agreement.

1. INDEPENDENT CONTRACTOR

The relationship of the parties hereto is that of 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 Client 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.

1. INTELLECTUAL PROPERTY

The Client agrees that any intellectual property and associated rights owed or developed by the Contractor, solely or jointly with others, during the subsistence of this agreement, is the Contractor’s exclusive property. The Client will enjoy a non-exclusive limited use license of the Contractor’s intellectual property. Title, copyright, intellectual property rights and distribution rights of the intellectual property remain exclusively with the Contractor.

1. RETURN OF THE PROPERTY

Upon the expiration or termination of this agreement, the Contractor will return to the Client any property, documentation, records, or confidential information which is the property of the Client.

1. RIGHT OF SUBSTITUTION

Except as otherwise provided in this agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third party subcontractor  to perform some or all of the obligations of the Contractor under this agreement and the Client will not hire or engage any third parties to assist in the provision of services.

In the event that the Contractor hires a subcontractor:

• The Contractor will pay the subcontractor for its services and the compensation will remain payable by the Client to the Contractor.
• For the purpose of the Indemnification clause of this agreement, the subcontractor is an agent of the Contractor,
• NO EXCLUSIVITY

The parties acknowledge that this agreement is non exclusive and that either party will be free, during and after the term, to engage or contract with third parties for the provision of services similar to the services.

1. DISPUTE RESOLUTION

Any dispute under this agreement shall be resolved by Negotiation. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the Court’s jurisdiction.

1. TERMINATION
2. Either party may terminate this agreement at any time upon breach of the contract by the other party.
3. Either party may terminate this agreement upon giving the other party no less than one (1) month notice in writing. If the Client wishes to terminate the contract with less than one (1) month notice, the Company reserves the right to charge costs that have already been paid in advance or incurred by the Company on their behalf.
4. Either party may terminate this agreement at any time if both parties agree to the termination.
5. The termination of this agreement shall not discharge the liabilities accumulated by either party.
6. 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. CHANGES TO THE AGREEMENT

Either party may request changes to the agreement, but the changes will only be effective if agreed in writing, signed by all parties, and recorded.

1. CONFIDENTIALITY

The Client shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) or use for a personal benefit, any information concerning this agreement, whether such information is stated to be confidential or not, without the express written permission of the Contractor. Confidential information shall be that which a reasonable person would consider to be confidential. This obligation shall survive after the termination of this agreement.

1. Force Majeure

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.

A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered as a breach of this agreement, provided that the affected party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

• NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  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 this agreement.

• SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; parties may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

• NOTICES
• All notices shall be in writing.
• Parties shall be served through the following addresses (including email).
• Either party may provide changes in the below addressees by reasonable notice in writing given to the other party as aforesaid.

THE CONTRACTOR: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE CLIENT: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

• GOVERNING LAW

The construction, validity, and performance of this agreement shall be governed in all respects by the Virginia State Laws.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, both Parties by their duly authorized officer, as of the day and year set forth below.

Signed by the duly authorized representative of the CONTRACTOR Signature: Name: Designation: Date:………………………………………

Signed by the duly authorized representative of the CLIENT Signature: Name: Designation: Date:…………………………………………….…………