SERVICE AGREEMENT
BETWEEN
ONE TOUCH ECOMMERCE & AUTOMATION LLC (“COMPANY”)
AND
_____________________________ (“CLIENT”)
__________________________________________________________________________
THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter,
“Effective Date”) entered into by the Company and the Client (Company and Client
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:
1. TERM
This agreement shall be valid from the Effective Date until ___________________.
This term shall be (select one)
☐Non-renewable ☐Renewable on a _________basis (monthly/yearly etc.)
2. SERVICES
The Company shall provide automation services to the Client according to industry standards.
Any additional services to those provided in this agreement, that have been agreed to shall be
charged separately. The Client will be emailed in advance on any additional services before
they are performed although the Company may not always have determined the applicable
charges.
3. CONTRACT SUM
For the services rendered, the Client shall pay the Company. The contract sum shall become
payable at the time-of-service delivery. There shall be no guarantee of services until full
payment has been made. There shall be payment to the Company the selected one-time
investment. Pending selected investment option, profit share will be divided between the
Client, the Company and the Company Partners based on the net profit made per store sold by
the Company. 70/30 Profit Share means 70% of net profit made on each month form the store
goes to the Client and the remaining 30% goes to Company and their Partners. The contract
sum shall be determined and calculated by the Client on the 5th of each calendar month
following this agreement and shall be payable by the 7th of each month until termination.
4. INDEMNIFICATION
The Client agrees to indemnify, hold harmless and defend the Company and its directors,
officers, employees, and agents from and against any incidental, consequential, indirect or
special damages, or for any loss of profits or business interruptions caused or alleged to have
been caused by the performance or nonperformance of the services. In the event the Company
is held liable for any such loss, such liability shall be limited to a refund of payments made by
Client for the services, minus expenses paid to subcontractors or to third parties. The
Company is not responsible for errors which result from faulty or incomplete information
supplied to the Company by Client. Client also agrees to not seek damages in excess of the
contractually agreed upon limitations directly or indirectly through suits by or against other
parties.
5. INTELLECTUAL PROPERTY
Nothing in this Agreement is intended to grant any rights, express or implied, to either party
under any patent, mask work right or copyright of the other party, nor shall this Agreement
grant any party any rights in or to the Confidential Information of the other party or of any
third party, except as expressly set forth herein.
6. NON-ASSIGNMENT
Neither Party shall assign, transfer, convey, encumber any of its rights or obligations
hereunder without the prior written consent of the other Party. The consent shall not be
unreasonably withheld or delayed.
7. DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration
☐Litigation.
8. TERMINATION
Either Party may terminate this Agreement, upon giving the other Party no less than
30 days’ notice in writing. If a Party wishes to terminate the contract with less than
this stated period, the other Party reserves the right to charge costs that they have
already paid in advance or incurred.
This Agreement may be terminated at any time by mutual written agreement of the
Parties.
Termination may be invoked due to but not limited to non-payment, non-provision of
capital and non-performance.
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.
9. CONFIDENTIALITY
All non-public, confidential or proprietary information of a Party (Disclosing Party), 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 Contract is confidential, solely for the use of performing this Contract and may not
be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon
the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all
documents and other confidential materials received from Disclosing Party. Disclosing Party
shall be entitled to injunctive relief for any violation of this Section. This Section does not
apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time
of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a
third party.
Recipient or its Representatives may disclose Confidential Information when compelled to do
so by a valid court order or other governmental body, provided Recipient provides prompt
prior notice to Discloser if allowed. The Recipient and their Representatives may use the
Confidential Information only for effecting this agreement. Recipient must use a reasonable
degree of care to protect the Confidential Information and to prevent any unauthorized use or
disclosure of the Confidential Information. Recipient may share the Confidential Information
with its Representatives who need to know it in connection with the purpose of this agreement
and only if they have agreed in writing to keep the information confidential on terms no less
protective of the Confidential Information, than the terms contained in this Agreement.
Recipient shall promptly notify the other Party of any unauthorized disclosure of the
Confidential Information or any other breach of this Agreement by such Party or, to such
Party’s knowledge or by its Representatives.
10. 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. The affected party shall notify the other party of a
Force Majeure Event, within 24 hours by email.
11. 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.
12. 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.
13. NO WAIVER
Except where otherwise provided, failure by either Party to enforce any of these terms or
conditions shall not be a waiver of their right to enforce them. No waiver by either Party of
any breach of, or of compliance with, any condition or provision of this Agreement by the
other Party shall be considered a waiver of any other condition or provision or of the same
condition or provision at another time
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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 following 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.
Company: 2500 Dallas Hwy, Suite 202 #5144, Marietta, GA, 30064, USA
Client: ________________________________________________________________
20. GOVERNING LAW
This Agreement shall be governed in all respects by the laws of Georgia, 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 CLIENT
Signature:
Name: …………………………………………
Designation:
……………………………………
Date:
…………………………………………….
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