SERVICE AGREEMENT

SERVICE AGREEMENT                                                                                                                                                         BETWEEN   ____________________________   [“The Company”]       – AND –       ____________________________   [“The Client”]       SERVICE AGREEMENT   THIS AGREEMENT is made on this day ________of _________________ 2022 (the “Effective Date”) BY AND BETWEEN:  
  • ____________________ (“the Company”) a limited liability company incorporated in the State of _________________  and whose Entity ID Number is ________________.
  AND  
  • ____________________________ (“the Client”) a limited liability company incorporated in ___________________ and whose primary place of business is situated at ______________ in the State of ____________________.
  (Individually referred to as “a Party” and collectively referred to as the “Parties”).   In consideration of the mutual covenants and agreements herein contained, the Parties hereby agree as follows:  
  1. TERM
 
  • The Parties agree that the Agreement shall be valid for a period of twelve (12) months from the Effective date (“the Term”).
 
  • Upon the expiry of the Term, this Agreement maybe renewed for such a period as may be mutually agreed between the Parties.
 
  1. DELIVERABLES
 
  • During the Term, the Company shall be responsible for shooting videos and taking photographs (“the Services”) of the Client’s motor vehicles (“the Subject”) to be utilized for marketing and advisement purposes on the Client’s social media accounts including but not limited to YouTube, TiKok, Instagram and website.
 
  • The Company shall deliver the agreed-upon number of digital files of the edited photographs and videos to the Client within _________________days of the shoot.
   
  1. PAYMENT
 
  • For the Services, the Company shall be entitled to a sum of $ 800.00 per ___________ (“the Contract Price”) payable by the Client for the pictures and videos separately.
   
  1. DISCRETION
The Client acknowledges that it is familiar with the Company’s  portfolio and is requesting the Services with the knowledge of the Company’s style , that the Company’s  work is constantly  evolving , that Company’s services are of unique and artistic nature , that the photos  or videos  may be different  from photographs  or videos taken by the Company in the past , and that in creating the photos or videos  the Company shall use artistic judgement to create images or videos  consistent with its personal vision of the Subject , which vision maybe different from the Client’s . Accordingly, the Client acknowledges that the photos or videos shall not be subject to rejection on the basis of taste or aesthetic criteria .The final post –production and editing styles , effects and overall look  of the images are left to the discretion of the company.  
  1. WARRANTIES
 
  • The Client further acknowledges that the Company shall not be held responsible for compromised coverage due to interference from the Client’s customers or due to environmental issues, such as poor lighting, space, or backdrops.
 
  • The Company warrants that the photos shall not infringe upon any third party’s patents, trademarks, trade secrets, copyrights, or other proprietary rights.
 
  • The Company warrants that it shall provide services and meet its obligations under this Contract in a timely and efficient manner.
 
  1. COPYRIGHT
The Company reserves the full copyright to all the photos taken during the photography shoot. However, the Company grants the Client a non-exclusive, non-transferable license to use the photos for marketing and advertising only. Sale, publication, or any other commercial use of the photo by the Client is specifically prohibited without the prior written consent of the Company.
  1. TERMINATION
    • The Parties agree that either party may terminate this Agreement at any time, without cause, upon thirty (30) days advance written notice.
 
  • Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Agreement which breach is irremediable or if such breach is remediable fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
     
  1. CONFIDENTIALITY
 
  • All terms and conditions of this Agreement and any confidential information provided by the Company to the Client and vice versa during the term of the Agreement must be kept confidential, unless the disclosure is required pursuant to process of law.
 
  • Disclosing or using this information for any purpose beyond the scope of this Agreement (or beyond the exceptions set forth above) is expressly forbidden without the prior consent of the disclosing party.
     
  1. RELATIONSHIP BETWEEN PARTIES
 
  • Hereby, the Parties agree that the Company in this Agreement is an independent contractor. This Agreement does not create any a partnership, joint venture or an employment relationship between the Parties.
 
  1. LIMITATION OF LIABILITY
Under no circumstances will a Party  be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (including breach of contract, tort, negligence, or other form of action)—if said damage is the direct result of one of the other Party’s negligence or breach.  
  1. INDEMNITY
  The Client  shall indemnify and keep indemnified the Company  from and against any and all loss, damage or liability whether criminal or civil suffered and legal fees and costs incurred by the Client  in the course of offering the Services and resulting from:  
  • any act, neglect or default of the Client or its agents, employees, licensees or customers.
  • the proven infringement of the intellectual property rights of any third party.
  • any successful claim by any third-party alleging libel or slander in respect of any matter arising from the offering of the Services .
  provided that such liability has not been incurred through any default by the Company  in relation to its obligations under this Agreement  
  1. AMENDMENTS
  The Parties agree that any amendments to this Agreement must be made in writing and signed by both parties. Such amendments shall apply to this Agreement.    
  1. ASSIGNMENT
The Parties hereby agree not to assign any of the responsibilities in this Agreement to a third party unless consented by both Parties in writing.  
  1. DISPUTE RESOLUTION
    • Save as may be otherwise provided herein all questions in dispute arising between the parties hereto and all claims or matters in such dispute not otherwise mutually settled between the parties through negotiation or mutual understanding of Parties shall be referred to mediation pursuant to the applicable arbitral laws of the State of New Jersey.
 
  • To the extent permissible by law the determination of the mediator shall be final and binding upon the Parties.
 
  1. SEVERABILITY
In an event when any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions will still be enforced, in accordance with the Parties’ intention.
  1. COSTS
Each party will pay its own costs incurred in the preparation and implementation of all matters contemplated by this Agreement.  
  1. COUNTERPARTS
 
  • This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
 
  • Transmission of an executed counterpart of this agreement OR the executed signature page of a counterpart of this agreement by (a) fax or (b) email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.
 
  • No counterpart shall be effective until each party has executed and delivered at least one counterpart.
   
  1. NOTICES
 
  • All notices, requests and other communications pursuant to this Agreement shall be addressed as follows:
  If to the Company Marked the attention of : ……………. Telephone: …………………. E-Mail: ………………………..   If to the Client Marked the attention of : ……………. Telephone: ……………… E-Mail : …………………….  
  • All notices or other communications required by this Agreement shall be in writing and shall be sent electronically or via certified or first-class mail and shall be regarded as properly given by close of business on the day that the notice was sent.
     
  1. GOVERNING LAW
  This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New Jersey.    
  1. ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding among the Parties hereto, with respect to the subject matter hereof. It supersedes all prior agreements, understandings, inducements, and conditions (express, implied, oral, written, or of any nature whatsoever with respect to the subject matter hereof). The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.   IN WITNESS WHEREOF the Parties have set their hands the day and year first hereinbefore written. EXECUTION:
  Signed by the duly authorized Signatory  of the Company  ;-   Signature: …………………………………………….. Name: …………………………………………………… Designation: …………………………………………. Date………………………………………..     Signed by the duly authorized Signatory of the Client ;-   Signature: …………………………………………….. Name: …………………………………………………… Designation: …………………………………………. Date…………………………………………