SERVICE AGREEMENT
This Service Agreement, hereinafter referred to as “Agreement”, is entered into and
made effective as of ________ (the “Effective Date”) by and between
the following parties _______________ hereinafter referred to as
“Client” and _________________________hereinafter referred to as “Service
Provider”. Client and Service Provider may be referred to individually as “Party” and
collectively as the “Parties”.
RECITALS
WHEREAS, Client wishes to acquire a board of advisors through the Service Provider;
WHEREAS, Service Provider has the skills, qualifications, and expertise required to
provide the Services to the Client;
WHEREAS, Service Provider wishes to render such Services to Client.
NOW, therefore, in consideration of the promises and covenants contained herein, as
well as other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged), the Parties do hereby agree as follows:
- STATEMENT OF SERVICES
The Service Provider shall provide the following services: building strategy, lead
generation, interview with the candidates, connect the qualified candidates with the
Client. - TERM
The Term of this Agreement shall commence on _, and shall continue
thereafter for three months. - FEES
The Client agrees to pay the Service Provider the following fees as set out in the
schedule below: $ 50 k that is broken into milestones
I. $ 5k upfront
II. $ 7.5k after completing step 1 (planning)
III. $ 12.5 k after completing step 2 (preparations)
IV. $ 12.5 k after securing 3 advisors
V. $ 12.5k at completion - CLIENT OBLIGATIONS
During the provision of the services, the Client hereby agrees to:
I. Cooperate with the Service Provider for anything the Service Provider may
reasonably require;
II. Provide any information and/or documentation needed by the Service Provider
relevant to the provision of services or payment for provision of services;
III. Require any staff or agents of the Client to cooperate with and assist the
Service Provider as the Service Provider may need;
IV. Make available to the Service Provider, without fee or cost, any facilities,
which may include, but are not limited to, a workspace, computer, or other
physical equipment, the Service Provider may reasonably require.
- INDEMNIFICATION
Client shall defend, indemnify, and save Service Provider harmless, at Client’s own
expense, against any action or suit brought for any loss, damage, expense or liability
that may result by reason of an infringement of any patent, trademark, copyright, or
trade secret based upon the normal and intended use of the Deliverables furnished to
Service Provider hereunder. Should any of the Deliverables furnished to Service
Provider hereunder become the subject of a claim of any infringement of a patent,
trademark, copyright, or trade secret, Client shall, at its option and expense, deliver
non-infringing material, modify the material so that it becomes non-infringing, or
procure for Service Provider the right to continue using Client’s infringing material.
Client agrees to indemnify and hold Service Provider harmless against all claims,
liabilities, demands, damages, or expenses (including attorneys’ fees and expenses)
arising out of or in connection with Client’s use of the Deliverables. - FORCE MAJEURE
Neither party shall be liable for failure to perform, nor be deemed to be in default,
under this Agreement for any delay or failure in performance resulting from causes
beyond its reasonable control, including but not limited to failure of performance by
the other party, acts of state or governmental authorities, acts of terrorism, natural
catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance,
sabotage, embargo, blockade, acts of war, or power failure. In the event of such
delay, the date of delivery or time of completion will be extended by a period of time
reasonably necessary to overcome the effect of any such delay. - CONFIDENTIALITY
Service Provider and Client acknowledge that during the course of the performance of
a Project, information of a confidential nature may be disclosed between the parties.
Such information, excluding the Deliverables and any other information incident to
the Deliverables that a party could reasonably be expected to be provided to the
other party as contemplated hereunder, shall be considered confidential information
(“Confidential Information”). Neither party has the right to disclose the Confidential
Information of the other, in whole or in part, to any third party, and neither party will
make use of the Confidential Information of the other for its own or a third party’s
benefit or in any way use such Confidential Information other than for the purposes of
performance of this Agreement without the prior written consent of the disclosing
party. Each party agrees to take all steps reasonable to protect the other’s
Confidential Information from unauthorized use and/or disclosure. The parties agree
not to copy in whole or in part, any Confidential Information nor modify the same in
any way without prior written consent from the other party. Neither party will be
liable to the other for the disclosure of Confidential Information if, as shown by clear
and convincing evidence, the Confidential Information: (a) is generally known to the
public at the time of disclosure by the disclosing party; or (b) becomes generally
known to the public through no fault of the receiving party; or (c) was lawfully in the
possession of the receiving party prior to signing this Agreement; or (d) is subject to
applicable United States laws or a valid court order requiring disclosure of such
Confidential Information.
In any judicial proceeding, it will be presumed that the Confidential Information in
question constitutes protectable trade secrets of the disclosing party, and the
receiving party shall bear the burden of proving that the Confidential Information was
publicly or rightfully known or disclosed.
- GENERAL TERMS
This Service Contract shall be deemed to have been made, executed and delivered in
the State of Texas and shall be construed in accordance with the laws of the State of
Texas.
a. DISPUTES. Any disputes arising between the Parties shall be solved in good faith
through mediation.
b. NOTICES. Notices to be given by either party under this Agreement shall be sent by
certified mail, express overnight delivery, or telecopy to the attention of the other
party at the addresses of the parties as first set forth above.
c. SEVERABILITY AND ASSIGNMENT. The invalidity or unenforceability, in whole or in
part, of any provision in this Agreement shall not affect in any way the remainder of
the provisions herein. This Agreement may not be assigned by Client without Service
Provider’s consent.
d. ENTIRE AGREEMENT. This Agreement, together with any other materials referenced
in or expressly made a part of the Agreement, constitutes the final and entire
Agreement between Service Provider and Client and supersedes all prior and
contemporary agreements, oral or written.
e. COUNTERPARTS. The Parties hereto agree that facsimile signatures shall be as
effective as if originals. This Agreement may be executed via facsimile in any number
of counterparts, all of which taken together shall constitute one and the same
agreement.
In Witness Whereof, this Agreement is duly executed by the duly authorized
representatives of the parties as set forth below:
(Name) (Signature)
(Name) (Signature)
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