SERVICE AGREEMENT
BETWEEN
_______________ (COMPANY)
AND
__________________ (CONTRACTOR)
THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter, “Effective
Date”) entered into by the Company of
_____________________________________________________address, and the Contractor of
_____________________________________________________________address.
Company and Contractor 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:
- COMMENCEMENT AND DURATION
This agreement shall be valid from the Effective Date until _________________date. - SERVICES
The Contractor shall provide modelling services to the Company. The Contractor shall use reasonable
good faith efforts in providing the services, perform the services to their best of their abilities and per
industry standards. - CONTRACT SUM
The Company shall pay the Contractor $_____________ for the services rendered on or before
_______date. - DISCOUNT
The Contractor will be eligible for a discount of _____ to train with the Company’s sister
training company. - RELATIONSHIP OF THE PARTIES
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; upon demand,
Contractor shall provide Company with proof that such payments have been made. 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. - INTELLECTUAL PROPERTY
Any intellectual property of the Company shall be the Company’s exclusive property. The Contractor
shall only use the intellectual property subject to the Company’s terms and consent. The Contractor
agrees that any intellectual property and associated rights owned, discovered or developed by the
Contractors, solely or jointly with others, in connection with his services performed under this agreement,
shall constitute works for hire and shall automatically upon their creation or discovery become the
exclusive property of the Company property. The Company shall have the unfettered right to deal with
the said intellectual property in any way that it thinks fit. The Contractor irrevocably and unconditionally
waives all rights relating to the said intellectual property to which he may now or in the future be entitled.
The Contractor shall only use the intellectual property subject to the Company’s terms and consent - LIMITATION OF LIABILITY
THE COMPANY SHALL NOT BE LIABLE TO THE CONTRACTOR OR ANY THIRD PARTY
UNDER ANY CIRCUMSTANCES (EVEN IF THIS AGREEMENT IS TERMINATED) FOR ANY
CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING
WITHOUT LIMITATION LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR
BUSINESS ADVANTAGE), WHETHER BASED UPON A CLAIM OR ACTION OF TORT,
CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY
DUTY, CONTRIBUTION, CLASS ACTION, MASS TORT, INDEMNITY OR ANY OTHER LEGAL
THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. - NON-SOLICITATION
For the duration of this Agreement, any subsequent agreement executed for the same or similar purpose,
and 2 years after the termination of this Agreement, the Contractor shall not interfere with the Company’s
relationship with, or endeavor to entice away from the Company, the Company’s Customers, any officer,
director or employee or any person who had a material business relationship with the Company in the
duration of this Agreement. - TERMINATION
Fulfillment of the parties’ obligations herein shall constitute termination of this agreement.
Either party may terminate this agreement upon service of a 30 days written notice. 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.
The termination of this agreement shall not discharge the liabilities accumulated by either Party.
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. - CONFIDENTIALITY
Contractor acknowledges that it will be necessary for Company to disclose certain confidential and
proprietary information to Contractor for Contractor to perform duties under this Agreement. All non-
public, confidential or proprietary information of the Company, disclosed by the Company to the
Contractor, whether disclosed orally or disclosed or accessed in written, electronic or other form or
media, and whether or not marked, designated or otherwise identified as “confidential” in connection with
this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed
or copied unless authorized in advance by the Company in writing. Upon the Company’s request, the
Contractor shall promptly return all documents and other confidential materials received from the
Company. This Section does not apply to information that is: (a) in the public domain; (b) known to the
Contractor at the time of disclosure, or (c) rightfully obtained by the Contractor on a non-confidential
basis from a third party. Contractor acknowledges that any breach or threatened breach of this Section
will result in irreparable harm to Company for which damages would be an inadequate remedy.
Therefore, Company shall be entitled to equitable relief, including an injunction, in the event of such
breach or threatened breach. Such equitable relief shall be in addition to Company’s rights and remedies
otherwise available at law. - ASSIGNMENT AND DELEGATION
Either Contractor or Company may assign rights and may delegate duties under this Agreement.
Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement
without Company’s prior written approval. - DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation. - 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 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.
- DRAFTING RESPONSIBILITY
Neither party shall be held to a higher standard than the other party in the interpretation or enforcement of
this Contract as a whole or any portion hereof based on drafting responsibility. - CHANGES TO THE AGREEMENT
Either Party may request changes to the agreement, but they will only be effective if agreed in writing,
and signed by all Parties. If any ambiguity is found in the agreement or various documents forming this
agreement, the Parties shall issue any necessary clarification or instruction. - NO WAIVER
A waiver by one Party of any right or benefit provided in this Agreement does not infer or permit a
further waiver of that right or benefit, nor does it infer or permit a waiver of any other right or benefit
provided in this Agreement. - 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
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be
in writing and shall be deemed duly given:
(i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
(ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
business day after the date postmarked, or
(iii) sent by email.
at the above-mentioned addresses or such changed address as the Party shall have specified by written
notice, provided that any notice of change of address shall be effective only upon actual receipt. Any
notice delivered by email shall request a receipt thereof confirmed by email or in writing by the recipient,
and the effective date of such notice shall be the date of receipt, provided such receipt has been confirmed
by the recipient.
- GOVERNING LAW
This Agreement shall be governed in all respects by the laws of ______, and its Courts
without regard to its conflict of law provisions.
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 CONTRACTOR
Signature: ……………………………………
Name: …………………………………………
Date: …………………………………………….
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