SERVICE AGREEMENT
THIS SERVICE AGREEMENT, effective as of [DATE] (“effective date”), is made and entered into by and between CRIMSON ACADEMIA hereinafter referred to as Crimson Academia LLCand [NAME] (“Client”).
WHEREAS Crimson Academia LLCoffers the services described in Article 1 of this Agreement; and
WHEREAS “Client” accepts services under the provision of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:
Article 1 [The Services)
1. “Crimson Academia LLC” offers admission essay consulting services. The specific description and pricing of the prices are contained in Appendix 1 of this Agreement.
2. “Crimson Academia LLC” represents that it is authorized; duly licensed (as applicable); and has the qualifications, the experience, and the ability to properly perform the Services. Further, the “Crimson Academia LLC” shall use best efforts to perform the Services such that the results are satisfactory to the “Client”.
Article 2 [The Client]
- “Client” shall include independent clients; private colleges, and micro-schools.
- “Client” represents and warrants that it shall honor its remuneration obligations according to Article 4 of this Agreement, and Appendix 1.
Article 3 [Failure]
- If “Client” requests a service, such as consulting, for each individual item or a particular stage of an individual item of the package in Appendix 1, such as brainstorming or drafting, complete the work and report the results within 80 hours of each item, or at a specific date and time set by the editors. However, if “Client” requests a large amount of essays or consulting services without prior notice, “Crimson Academia LLC” shall complete the work within 120 hours of the initial service request, or at a specific date and time set by the editors, after prior notice of the excess work time and report the results. “Crimson Academia LLC” will also be open in communication with “Client” if timeline and deadline adjustments and extensions are needed.
- The period of paragraph 1 above shall be calculated from the time when the “Client” requests the service of the individual items of each package of Appendix 1 for “Crimson Academia LLC”. If additional requests are made, such as the paragraph 1 above, the work hours are discussed separately, but 80 hours, or at a specific date and time set by the editors, are calculated from the date of initial request.
Article 4 [Payment of Remuneration]
- “Client” shall pay “Crimson Academia LLC” the amount of the package service amount as stated in Appendix 1 as remuneration for this service contract in accordance with the following details.
- Details of payment for services listed in Appendix 1:
| Classification | Payment Time | Amount |
| Primary Payment | Immediate payment on the start of consulting essay services | 50% of the total amount of service |
| Secondary Payment | On the 1st of November | 25% of the total amount of service |
| Final Payment | On the 1st of February *If Service Item Amount is $1000 or under, then 50% of the remaining amount will be paid to Crimson Academia LLC upon completion of the service/product.* | 25% of the total amount of service plus Hawaii State tax of 4.7% of the total service amount. *50% of the total amount of service |
- “Crimson Academia LLC” may increase the amount of service specified in Appendix 1 every year, and the rate of increase in service amount shall be up to 8 percent. If “Crimson Academia LLC” increases the service amount in Appendix 1, it shall be notified to “Client” in advance, and if “Client” agrees, the contract amount of this section shall be changed. The form and method of agreement shall be signed or signed by “Client” for the newly increased service amount table provided by “Crimson Academia LLC” and the contents of the existing Appendix 1. Package Description & Pricing shall be changed by attaching it to the service contract.
Article 5 [Confidentiality]
- “Client” and “Crimson Academia LLC” shall not divulge any information to a third party that, without prior consent from the other party, may interfere with the conclusion and content of the service contract, the existence, name or other external knowledge of the other party’s performance or may undermine the social value or evaluation of the two parties.
- “Crimson Academia LLC” shall not disclose all other information such as the name and existence of other clients and students to “Client” in order to avoid unnecessary competition among clients.
- “Client” and “Crimson Academia LLC” shall indemnify the other party in full for damages incurred by the other party from leaking any business confidentialities to a third party that are to be recognized under paragraphs 1, 2 and this Agreement.
Article 6 [Management of Human Resources]
- “Crimson Academia LLC” does not provide “Client” with any personal information other than his or her personal history and experience as a lecturer, consultant, editor, etc.
- “Client” shall not direct business instructions to instructors, consultants, or editors belonging to “Crimson Academia LLC” or make individual contact or contact without prior consent of “Crimson Academia LLC”.
- If “Client” intends to hire instructors, consultants, and editors from “Crimson Academia LLC” members as their own employees, or to provide employment opportunities for other companies other than “Crimson Academia LLC,” it should consult with “Crimson Academia LLC” in advance.
- If “Client” violates paragraph 3 above, then fees shall be paid to the “Crimson Academia LLC” as a penalty, and any damages resulting from disputes caused by the “Client” shall be paid by the “Client” as a penalty.
- If “Client” provides “positions to instructors, consultants, editors, etc.” The fine is $20,000 combined with the corresponding annual salary of the corresponding instructor, etc.
- In case “Client” offers freelancing work to “Crimson Academia LLC”’s Instructors, Consultants, Editors etc. the fine to be paid is $40,000.
Article 7 [Liability]
“Crimson Academia LLC” SHALL NOT bear any responsibility for any injury or loss sustained by the “Client” while performing the tasks under this Agreement.
Article 8 [Term]
The term of this Agreement commences on the effective date and continues until the completion of “Crimson Academia LLC”’s obligations herein; or until “Client”’s full payment for the services. The Agreement may also be terminated by the parties under Article 9 below.
Article 9 [Termination of Contract]
- The other party may terminate this Agreement if any of the following:
- If “Crimson Academia LLC” does not perform the work requested by “Client” within the period specified in Article 3,
- Where “Client” does not pay in accordance with Article 4
- Where “Client” and “Crimson Academia LLC” violate the confidentiality obligations of Article 5.
- In the event that “Client” acts in violation of the obligations of Article 6, such as direct work order or contact with teachers, consultants, editors, etc. belonging to “Crimson Academia LLC” or providing employment opportunities.
- In the event of other serious reasons which are difficult to maintain this Agreement.
- If the termination qualification of paragraph 1 above occurs and either party expresses its intention to terminate this contract (or individual consulting service contract that accompanies this contract) through mutual consultation, “Client” and “Crimson Academia LLC” shall calculate the performance of this contract and the compensation for the termination of this contract. For example, if a client decides to terminate the contract with Crimson Academia at any point in time, then the hours of work that have gone into the service from the initial starting point shall be calculated at $150 an hour.
- The party under violation of the agreement shall indemnify the other party or a third party for damages caused by the termination of paragraph 1 above.
Article 10 [Exemption of Obligation]
- The consulting work carried out under the contract by “Crimson Academia LLC” does not guarantee the success of “Client’s” students and/or affiliates in entering universities or other forms of admissions.
- If an additional request by a student and/or affiliates of “Client” or “Client” occurs, such as a change in the outcome of the final editing of the services/product, “Crimson Academia LLC” shall not be responsible for the consequences of the change.
- If the student of “Client” and/or affiliates “Client” fails to complete the service within the period because he or she has not sincerely cooperated with the performance of the “Crimson Academia LLC” consulting, “Crimson Academia LLC” shall not be responsible for this.
Article 11 [Problem Settlement & Governing Law]
In the event of a dispute between the two parties in connection with this Agreement, it shall be settled by mutual agreement between “Client” and “Crimson Academia LLC” and if it cannot be resolved by the two parties, the parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located within the geographic boundaries of Hawaii for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement unless parties first attempt to resolve any dispute arising from this Agreement through mediation.
Article 12 [Force Majeure]
Neither party shall be considered in default of performance of any obligations under this Agreement if such performance is prevented or delayed by Force Majeure. “Force Majeure” shall be understood to be any cause which is beyond the reasonable control of the party affected and which is forthwith, by notice from the party affected, brought to the attention of the other party, including but not limited to war, hostilities, revolution, civil unrest, strike, lockout, epidemic or pandemic, government- ordered restriction or cessation of activity, accident, fire, natural disaster, wind or flood or any requirements of law, or an act of God.
Article 13 [Non-Performance]
If either fails to comply with any of their obligations set forth in this Agreement, and such failure results in suffering of any loss, or the imposition of additional Taxes, the non-performing party SHALL be liable in full for such additional losses and Taxes.
Article 14 [Relationship]
- “Crimson Academia LLC” SHALL act as an independent entity to “Client” and in no way shall be considered an employee of “Client”.
- “Client” DOES NOT have any express or implied power to enter any contracts or commitments or to incur liabilities in the name of, or on behalf of, “Crimson Academia LLC”, or to bind “Crimson Academia LLC” in any respect whatsoever.
Article 15 [Assignment]
“Crimson Academia LLC” reserves the right to engage subcontractors to perform any work related to this contract.
Article 16 [Entirety]
This Agreement represents the entire Agreement between the two parties and supersedes any previous written or oral agreement.
Article 17 [Modification]
This Agreement may be modified at any time, provided the written consent of both “Crimson Academia LLC” and “Client”.
Article 18 [Acknowledgement]
- “Client” enters this Agreement based on the terms and conditions herein, and not based on any representation made by any person other than as set out in this Agreement.
- EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
Article 19 [Severability]
The parties agree that if any portion of this contract is found to be void or unenforceable, it SHALL be struck from the record, and the remaining provisions will retain their full force and effect.
Article 20 [Copies]
This Agreement shall be filled out in two copies, signed and sealed, and kept one copy each.
In Witness Whereof, this Agreement is duly executed by the parties or their duly authorized representatives as set forth below:
Signed on this ________ Day on the Month of _____ in the Year ______
“Client“
Address:
Contact Information (Cell & Email): _______________________________________________
Client Name in Print: __________________________________________________________
Client Signature: _____________________________________________________________
Crimson Academia LLC
Address: 1050 Queen St. Suite #100, Honolulu, HI, 96814
Contact Information (Cell & Email): 9179512424,
Founder/Director Name in Print: Jiyoon Kim
Founder/Director
Signature:
Appendix 1: Package Description and Pricing
[*Once both parties reach a package description and pricing agreement, the list of packages and pricing will be attached here to this contract agreement*]
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