SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

____________________(THE “COMPANY”)

AND

______________________________________

(THE “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. COMMENCEMENT AND DURATION

This agreement shall be valid from the Effective Date until ________________. 

2. THE SERVICES

• The Company is a digital agency in the business of providing copywriting, ghostwriting administration, graphic design, website design and social media management services.  The provision of these services to the Client shall be per the terms of this agreement.  

• Specifically, in this contract, the Client herein wishes to have _______________________services provided by the Company.

3. CONTRACT SUM

The Client shall pay the Company $_______________________for the Services rendered. 

• For one-time projects, 50% of the contract sum is due at the time of making the order, and the remaining 50% shall be due within 30 days of completion of the order. 
• For subscription projects, the Client will be billed a month in advance for subscription projects they will be billed a month in advance and require 30 days written notice to cancel. Failure to make the payment within the 30 days will entitle the Company to attempt to charge the card on file but the Company will also have the right to cancel the services.
• The Client undertakes to provide complete and accurate information when requesting for the services in order to protect the Company against preventable issues such as mistakes or unknowingly participation in unethical conduct.

4. LIABILITY

The Client 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 Client’s breach of this Agreement; (ii) the negligence or willful misconduct of the Client; or (iii) any allegation that the Client caused injury or damage to any third Person (“Person” is defined as any individual, corporation, Company, partnership, government or any other entity). The Client 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 Client’s expense. 

The Company makes no representations or warranties, either express or implied, regarding the services. The services are provided “as is,” with all of their defects and without any representation or warranty whatsoever. If the Company is found to be liable to the Client, the Company’s total responsibility will be limited to the amount paid by the Client per the terms of this agreement.

5. INTELLECTUAL PROPERTY

Any intellectual property belonging to the Company shall be the Company’s exclusive property and the Client may only use such intellectual property subject to the Company’s consent and may not do or cause others to do anything that may injure the Company rights therein.

6. NON-ASSIGNMENT

The Client 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 Client’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. 

7. RETURN OF THE PROPERTY

Upon the expiration or termination of this Agreement or demand by the Company, the Client shall return any of the Company’s property to the Company, including but not limited to; documentation, records, or confidential information. 

8. DISPUTE RESOLUTION

Parties agree to settle disputes under this Agreement through (select one) 

☐Negotiation                        ☐Mediation                        ☐Arbitration                     ☐Litigation

9. 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 notice period required to cancel subscription projects shall be as provided in the Services Section (i.e 30days’ notice).
• 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.

10. 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, at the time of disclosure, (i) is or has been available publicly, other than for the reason of disclosure directly or indirectly by the Recipient Party; or (ii) has been made available to the Recipient Party and not bound by the obligation of confidentiality, or confidential information obtained independently by the Recipient Party 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 Parties.

Specifically, and without limiting the generality of the foregoing, any designs shared by the Company prior to their final delivery to the Client shall be confidential and shall not be shared with third parties. The Client must specify in writing, any information provided by the Client to the Company that the Client wishes to remain confidential. 

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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: _________________________________________________________________________

Client: ________________________________________________________________________

21. CLIENT ACKNOWLEDGEMENTS 

The Client acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. The Client also acknowledges that they have entered into this agreement with the capacity and authority to contract freely and voluntarily.

22. 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 CLIENT (S) / duly authorized representative of the CLIENT(S) Signature: Name: Designation: Date:………………………………………………….