SERVICE AGREEMENT

February 5, 2023

SERVICE AGREEMENT

 

This SERVICE AGREEMENT (“this Agreement”) is entered into between [ENTER COMPANY NAME] of address [ENTER ADDRESS] (“Company”) and [NAME] of address [ADDRESS] (“the client”) on [DATE].

 

WHEREAS Company and the client desire to enter a relationship in which Company will provide services to the client.

 

NOW, THEREFORE, in consideration of the premises, and of the mutual promises and undertakings herein contained, the parties, intending to be legally bound, do agree as follows:

  • SERVICES

  1.    Company offers consultation and design services (“the services”). 

 

  1.   Company offers the services in the following categories:

 

[ENTER CATEGORIES]

 

  1.  Company agrees and acknowledges that it is free to provide the services in any manner and for any consideration as may be decided by Company in its sole and absolute discretion.

  • COMPANY’S OBLIGATION(S)

 

Company shall ensure that it has adequate staffing, technology, and other requirements necessary to provide the services under this Agreement.  

  • TERM

 

This Agreement shall be operative from the date of execution of this Agreement. It shall run until the completion of the services every month or until the Agreement is terminated according to Schedule 14 of this Agreement. 

  • CONSIDERATION AND PAYMENT TERMS

 

  1.   Compensation

 

Company shall have sole discretion to determine the pricing for the services. In consideration of the provision of the services by Company, the client shall pay to Company according to the following pricing schedule:

 

[ENTER PRICING SCHEDULE]

 

  1. Taxes

 

Each party shall be responsible for all taxes on its business, and taxes based on its net income or gross receipts. However, Company shall be entitled to additionally charge service tax or any other indirect or transaction taxes as applicable on one or more of the services and Service Fees.

   

  • CONFIDENTIALITY

The terms, conditions, and schedules of this Agreement shall remain confidential between Company and the client, their respective agents, employees, and consultants, and either party shall not provide a copy of the Agreement, or disclose the terms thereof, to any third party without the prior written consent of the other party. 

  • INTELLECTUAL PROPERTY


  •   The client acknowledges Company’ absolute ownership of, interest in, and rights to the brand name and the platform. 


  •   Company shall retain sole ownership of all the intellectual properties, know-how, or other proprietary rights in Company’ content and business. No right or interest is granted or shall be deemed to be granted by Company to the client. 


  • Company reserves the right to use the drawings and photos that are associated with a project/consultation/building/installation/drawing/rendering, at its sole discretion. 

 

  1. INDEMNIFICATION

 

The client shall promptly on demand indemnify, defend, and hold harmless Company, and customer for and against all claims, liabilities, costs, and expenses (including reasonable attorney’s fees) incurred from any breach by the client of any of the provisions of this Agreement, or breach of any laws, or negligence, fraud, or willful misconduct of the client.

  • COMPANY’S LIMITATION OF LIABILITY


  •   NOTWITHSTANDING ANYTHING CONTRARY CONTAINED IN THIS AGREEMENT, IN ANY EVENT, COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHER THEORY), TO THE CLIENT OR ANY OTHER PERSON OR ENTITY FOR COST OF COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUES, LOSS PROFIT OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OR DATA) ARISING OUT OF OR IN RELATION THIS AGREEMENT. 

 

  1.   Company’ entire liability to the client under this Agreement or any applicable law or equity shall be limited solely to actual and proven direct damages sustained by the client as a result of the gross negligence or willful misconduct of Company and its Affiliate and their respective directors, officers, employees and agents in the performance of their respective services and other obligations under this Agreement. 

 

  1.   In no event shall Company be liable, vicariously, or otherwise, to the client and its Affiliates or any third party for any losses, damages, liabilities, costs (including reasonable legal costs) and expenses (including taxation) which are in the aggregate in excess of the cost of the products (excluding Services Fees) delivered by Company to a customer.

  •   INDEPENDENT CONTRACTORS

 

The relationship between the parties is on principal-to-principal basis. Nothing in this Agreement shall be deemed to constitute either party a partner, joint venture agent or legal representative of the other party, or to create any fiduciary, employer-employee relationship between the parties.     

  •   APPLICABLE LAW

 

 This Agreement shall be deemed to have been made, executed, and delivered in the State of [ENTER STATE] and shall be construed per the laws of the State of [ENTER STATE].

  •   SEVERABILITY

It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid, and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions of this Agreement. 

  •   ENTIRE AGREEMENT

 

This Agreement constitutes the final and entire Agreement between Company and the client. It supersedes all prior and contemporary agreements, oral or written.

  •   MODIFICATION

This Agreement may be modified or amended only by a duly authorized written instrument executed by the parties hereto.

  •   TERMINATION

 

  1. Termination on Notice

 

Either party may terminate this agreement for any reason by giving a written notice on reasonable time to the other party.

 

  1. Termination for Material Breach

 

Each party may terminate this agreement with immediate effect if the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues after the injured party delivers a notice to the breaching party reasonably detailing the breach. 

 

In Witness of whom, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:

 

 

___________________________________ ___________________________

Company’ Signature Date

 

___________________________________ ___________________________

Client’s Signature Date

 

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