SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

1. THE ENVIRONMENTAL RECYCLING OF NEW YORK CORP. ____________________________________________________

(“The Customer”)

AND

• ______________________________________________________

(“The Performer”)

THIS AGREEMENT is made on the 27^th day of May 2021, between The Environmental Recycling of New York Corp., of 580 Degraw St Brooklyn, NY 11217 (hereinafter referred to as “the Customer”) and ………………………………………………………………………of………………………………………………………………………..(hereinafter referred to as “the Performer”).

WHEREAS:

• The Performer is a skilled and professional on-demand service provider.
• The Customer wishes to engage a skilled and professional individual to carry out and complete the works.
• The Performer has indicated and warranted that it has the necessary skills, expertise, personnel, and equipment to carry out and complete the works at the Contract Sum (a term defined below) and the stated in this agreement.
• The Customer now wishes to enter into this agreement with the Performer under which the Performer will carry out and complete the works.

THEREFORE, in consideration of mutual promises, representations, covenants, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to the following terms and conditions and to be bound thereby:

1. DEFINITIONS AND INTERPRETATIONS
   1. In this Agreement:
2. “Agreement” means this agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this agreement);
3. “Advance payment” means the sum of $ 650.00;
4. “Contract Sum” means the sum of $……………………………………………;
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;
6. “Parties” means the Customer and Performer collectively or individually as the “Party”; and
7.  “Works” means the services rendered by the Performer of creating and setting up the electronic access and user admittance system of the “Drop Box” (hereinafter referred to as “DB”).

1. In this agreement, unless the context otherwise requires, any reference to:
2. the singular includes the plural and vice versa;
3. a person has reference to a body corporate or other legal entity;
4. any written law consists of that law as amended or re-enacted from time to time;
5. any agreement or other document includes that agreement or other form as varied or replaced by the Parties in writing from time to time;
6. a clause is to the relevant clause of this agreement;
7. any Party includes that party’s successors and assigns.
   1. Clause headings are inserted for convenience only and shall be ignored in construing this agreement.
   1. Identifying certain breaches in this agreement as being “Material” does not indicate that only those breaches are material.
   1. Where the agreement provides for the giving or issue of any notice, consent, approval certificate, or determination, it shall be in writing, and the words notify, certify or determine shall be construed accordingly.  Parties may conduct routine communications relating to the performance of this agreement by electronic mail.

• application of terms and the PERFORMER UNDERSTANDING
  • 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 Customer is prepared to deal with the Performer. They shall govern the relationship between the Parties to the entire exclusion of all other agreements entered into with the Customer concerning the provision of the works. 
  • The parties can supplement this agreement at their discretion, but any such additions should be signed by both parties and considered an integral part of this agreement.
  • If any ambiguity is found in the agreement or various documents forming this agreement, the Customer 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.

• COMMENCEMENT AND DURATION

This agreement shall come into force upon execution and shall remain in force for five years until 05/26/2026 and may be the basis for creating a long-term contract to maintain the access and user admittance system for DB.

• THE OBLIGATIONS of the parties
  • The Customer shall:
• Make an advance payment of $ 650.00 before the start of works;
• Provide the contractor with all the necessary information for works;
• Transfer to the contractor the available devices intended for the operation of the DB; and
• Accept the works made by the Performer and make the final payment upon satisfaction of the works done.

• The Performer shall:
• Select the necessary components for the manufacture of the DB door opening system and user accounting;
• Install assembled equipment inside the DB;
• Arrange the communication of the system with the central computer;
• Create a protocol of the entire process and transfer it to the property of the Customer;
• Perform any other duty as instructed by the Customer incidental to the completion of the works; and
• Complete the works within two weeks from the date of receipt of the advance payment.

• LIABILITY OF THE PARTIES.
  • No Party shall be held liable for any damage to the works, or the equipment forming part of the works, where:
• the damage has been occasioned by the other party, their representatives, employees, or agents; and
• the damage has been caused by an event beyond the control of the other party.
  • No Party shall be held liable for any portion of the works, or the equipment forming part of the works, where the same is the subject of a criminal offense caused by the other party;
  • No Party shall be held liable for the other party’s misuse, abuse, or illegal action involving the works or any product arising from the works.

• WARRANTIES
  • The Performer warrants that it is skilled and competent to perform the works.
  • The Performer warrants that it will perform the works with due care and diligence and to such high standard of quality consistent with applicable standards and as it is reasonable the Customer to expect in all the circumstances;
•  under the provisions of this agreement and such other instructions as may be given by the Customer; and
• per all applicable laws and consents.
  • The Customer warrants that:
• the Customer can pay the Performer for the works performed by the client; and
• the Customer shall use the works safely and responsibly.

• INDEPENDENT PERFORMER

The relationship of the parties hereto is that of independent Performers. Accordingly, the parties hereto are not deemed to be agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby.

• INTELLECTUAL PROPERTY
  • The Performer agrees that any ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks relating to the business or operations of the Customer and its Related Entities which are developed or discovered by the Performer, solely or jointly with others, during the subsistence of this agreement, shall be deemed to have been made within the scope of this agreement and therefore constitute works for hire and shall automatically upon their creation or discovery become the exclusive property of the Customer.

Specifically, all information received by the Performer, contents of the DB, and all protocols in the duration of the works on the DB are the property of the Customer.

• DISPUTE RESOLUTION
  • If any dispute arises between the Parties related to this agreement, it shall be resolved by alternative dispute resolution mechanisms agreed in writing by all the parties. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the jurisdiction of the Courts.

1. TERMINATION
   1. Either party shall be entitled to terminate this agreement upon the breach of the contract by the other party.
   1. Either party shall be entitled to terminate this agreement if there is reasonable suspicion of illegal activity by the other party involving the works.
   1. Either party may terminate this agreement upon giving the other party no less than 30 days’ notice in writing.
   1. Upon termination of this agreement, the Performer shall
2. Stop the works entirely, or as may be specified in the notice; and
3. Deliver all complete and incomplete works to the Customer.
   1. Upon termination of this agreement, the Customer shall
4. pay the Performer any sums due to it before the termination;
   1. The termination of this agreement shall not discharge the liabilities accumulated by either party.
   1. 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. VARIATION to the agreement

Either party may request variations to the agreement.  The Parties shall enter into discussions to agree on any required changes, revised pricing, and time for performance.  Such variations will only be effective if agreed in writing, signed by the Parties, and recorded.

1. Force Majeure
   1. For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the reasonable control of a party and which makes a party’s performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances 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.
   1. Force Majeure shall not include any event caused by the negligence or intentional action of a Party or such Party’s sub-Performers or agents or employees or by a failure to observe good professional practice.
   1. Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
   1. The failure of a Party to fulfill any of its obligations hereunder shall not be considered to be a breach of or default under this agreement insofar as such inability arises from an event of Force Majeure, provided that the party affected by such an event has taken all reasonable precautions, due care, and reasonable alternative measures, all to carry out the terms of this agreement.
   1. A Party affected by an event of Force Majeure shall take all reasonable measures to remove such party’s inability to fulfill its obligations hereunder with a minimum of delay.  The Parties shall take all appropriate measures to minimize the consequence of any event of Force Majeure.
   1. A Party affected by an event of Force Majeure shall notify in writing the other party of such event as soon as possible, and in any event not later than five (5) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.
   1. Not later than fourteen (14) days after a Party, as a result of an event of Force Majeure, has become unable to discharge a material portion of its obligations, the Parties shall consult with each other to agree on appropriate measures to be taken in the circumstances.

1. CONFIDENTIALITY

The Performer 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 or any additional information of any nature whatsoever concerning the Customer, whether such information or matter is stated to be confidential or not, without the express written permission of the Customer.  The Performer gives this covenant on its behalf. 

Specifically, all information received by the Performer, contents of the DB, and all protocols in the duration of the works on the DB are not subject to disclosure to any third parties.

1. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are cumulative and not exclusive to rights or remedies provided by law.  The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this agreement.

1. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable. In that case, the Parties shall amend that provision in such a reasonable manner as achieves the Parties’ intention without illegality or at the parties discretion, it may be severed from this agreement, and the remaining provisions of this agreement shall remain in full force and effect.

1. NOTICES

The Parties select as their respective addresses the addresses (including email) set out below for all purposes arising out of or in connection with this agreement at which addresses only all processes and notices arising out of or in connection with this agreement may validly be served upon or delivered by the Parties.

THE CUSTOMER: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE PERFOMER: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

1. CHANGE OF ADDRESS

Either party may provide changes in the above addressees by reasonable notice in writing given to the other party as aforesaid.

1. COSTS

Each party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.

1. GOVERNING LAW

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

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

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

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