SERVICE AGREEMENT
BETWEEN
LANDON BERRY OUTDOOR DESIGNS (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 outdoor construction 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. Specifically, the Contractor herein shall perform the following services;
- CONTRACT SUM
The Company shall pay the Contractor $_____________ for the services rendered within ______days
after the subject project has been approved. The Contract Sum herein shall be the amount payable for the
services, no additional amount shall be made. - EXPENSES
The Company shall not reimburse to Contractor for any out-of-pocket expenses that are not supported by
the invoice and receipt. The expenses that are covered by the invoice and receipt and are related to the
service provided within this agreement shall be reimbursed to the Contractor within fourteen (14) days
after receipt of the request. If any type of expense has occurred by the fault of the Contractor, the
Contractor agrees to reimburse all the expenses within fourteen (14) days upon the Company’s request. - 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
- INSURANCE
The Contractor shall provide insurance coverage and maintain it during the entire term of this Agreement
as per industry standards and the Company’s terms. Before commencing any Services, the Contractor
shall provide the Company with proof of this insurance and with proof that the Company has been made
an additional insured under the subject policies. - 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. - WAIVER OF LIABILITY
The Contractor waives and release any rights they, their heirs, distributees, guardians, legal
representatives and assigns may have or acquire to make a claim against the Company or any of its
members, directors, officers, agents, employees and affiliated organizations (herein referred to as “the
Releasees”) for damages caused by injury to them or damage to their property arising from the services
herein, whether or not the injury or damage results from the negligence or other action. This includes but
is not limited to injury or damages on site. - 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 Company may terminate
this agreement due to but not limited to work abandonment, and breach of this agreement.
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 Arbitration under the American Arbitration
Association (AAA). - 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 Texas, 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 duly authorized representative of
the CONTRACTOR
Signature: ……………………………………
Name: …………………………………………
Designation: ……………………………………
Date: …………………………………………….
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