SERVICE AGREEMENT
BETWEEN
____________________(THE “COMPANY”)
AND
__________________________(THE “CONTRACTOR”)
THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter,
“Effective Date”) entered into by the Company and the Contractor (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:
1. COMMENCEMENT AND DURATION
This agreement shall be valid from the Effective Date until ________________.
2. THE SERVICES
The Contactor shall provide coaching services to the Company. The Contractor shall perform
the services to the best of their ability, per applicable laws, rules, regulations and industry
standards.
3. AUTONOMY
Except as otherwise provided in this agreement; the Contractor will have full control over
working time, methods, and decision-making in relation to the provision of the services per
the agreement. The Contractor will work autonomously and not at the direction of the
Company. However, the Contractor will be responsive to the reasonable needs and concerns
of the Company, and will not violate the terms of this agreement including but not limited to
the confidentiality and restrictive agreements.
4. EQUIPMENT
Except as otherwise provided in this agreement, the Contractor will provide any equipment or
resources necessary to deliver the services per the agreement at the Contractor’s own expense.
5. CONTRACT SUM
The Company shall pay the Contractor $_______________________for the Services
rendered. This amount shall be payable on _________________________.
6. LIABILITY
The Contractor agrees to indemnify, hold harmless and defend the Company and its directors,
officers, employees, and agents from and against any action, claim, demand, or liability,
including reasonable attorney’s fees and costs, arising from but not limited to: (i) the
Contractor’s breach of this Agreement; (ii) the negligence or willful misconduct of the
Contractor; or (iii) any allegation that the Contractor caused injury or damage to any third
Person ("Person" is defined as any individual, corporation, Company, partnership,
government or any other entity). The Contractor agrees that the Company shall have the right
to participate in and control the defense of any such claim through counsel of its choosing at
the Contractor’s expense.
7. NON-SOLICITATION
For the duration of this Agreement, any subsequent agreement executed for the same or
similar purpose, and 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.
8. NON-COMPETE
For the duration of this agreement, and any subsequent agreement executed for the same or
similar purpose, and ______ years after termination of this agreement, the Contractor will not
engage in any capacity with a competing company or engage in the businesses in which the
Company engages in or in which the Company has an actual intention, to engage in, within
______miles from the area in which the Company is then conducting such business.
9. INDEPENDENT CONTRACTOR
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 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.
10. INTELLECTUAL PROPERTY
Any intellectual property belonging to the Company shall be the Company’s exclusive
property and the Contractor may only use such intellectual property subject to the Company’s
written consent and may not do or cause others to do anything that may injure the Company
rights therein.
11. NON-ASSIGNMENT
The Contractor shall not transfer or assign this agreement without the Company’s consent.
However, the Company may transfer or assign this agreement or subcontract its obligations
hereunder at any time without the Contractor’s consent. If the Company does so, anyone to
whom the Company transfers, assigns, or subcontracts any or all of its obligations will have
all of the Company’s rights with respect to such obligations.
12. RETURN OF THE PROPERTY
Upon the expiration or termination of this Agreement or demand by the Company, the
Contractor shall return any of the Company’s property to the Company, including but not
limited to; documentation, records, or confidential information. Where applicable, all property
should be returned in the same condition at issuance failure to which damages shall become
payable. Reasonable wear and tear will be allowed. The Contractor shall reimburse Company
for any Company property lost or damaged in an amount equal to the market price of such
property.
13. DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation
14. TERMINATION
Either Party may terminate this Agreement upon giving the other Party no less than
___________days’ notice in writing. If a Party wishes to terminate the contract with
less than these stated days, the other Party reserves the right to charge costs 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.
15. CONFIDENTIALITY
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, copied, or dealt with in any
similar manner 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. The Company shall be entitled to injunctive relief for
any violation of this Section. This Section does not apply to information that, at the time of
disclosure, (i) is or has been available publicly, other than for the reason of disclosure directly
or indirectly by the Contractor; or (ii) has been made available to the Contractor and not
bound by the obligation of confidentiality, or confidential information obtained independently
by the Contractor without assistance, utilization, or use of confidential information. In
addition, this Agreement is confidential and cannot be divulged to third parties, unless as
provided by law, without the written consent of the Company.
16. FURTHER ASSURANCES
Each Party hereto agrees to perform any further acts and to execute and deliver any further
documents that may be reasonably necessary to carry out the provisions of this Agreement.
17. 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.
18. CHANGES TO THE AGREEMENT
Either Party may request changes to the agreement, but they will only be effective if agreed in
writing, signed by all Parties, and recorded. If any ambiguity is found in the agreement or
various documents forming this agreement, the Parties shall issue any necessary clarification
or instruction.
19. NO WAIVER
Unless otherwise provided, failure by the Company to enforce any of the terms or conditions
of this Agreement shall not be a waiver of their right to enforce the terms and conditions of
this Agreement. A waiver by the Company 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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) if mailed by domestic
certified or registered mail with postage prepaid, on the third business day after the date
postmarked, or 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: __________________________________________________________________
Contractor:
__________________________________________________________________
26. CONTRACTOR ACKNOWLEDGEMENTS
The Contractor acknowledges that they have been provided with the opportunity to negotiate
this agreement and to seek legal counsel before signing this agreement. The Contractor also
acknowledges that they have entered into this agreement with the capacity and authority to
contract freely and voluntarily.
27. CONSTRUCTION OF AGREEMENT
For purposes of interpreting and construing this Agreement, neither Party shall be considered
the drafter of this Agreement.
28. GOVERNING LAW
This Agreement shall be governed in all respects by the laws of _______________state, 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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