SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

TDC CAPITAL (“THE COMPANY”)

AND

_____________________________________(“THE CONSULTANT”)

__________________________________________________________________________________

AGREEMENT is made on the …………..day of……….20……., entered into by the Company and the Consultant (Company and Consultant collectively referred to as the “Parties” or individually as the “Party”) and includes thaTHIS t 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 _________________________until _________________________.

2. SERVICES

The Consultant shall provide services to the Company at a contract sum (term defined below). These services shall include but not be limited to; residential real estate peppery deal sourcing, due diligence, closing, and property management.

The services will also include any other tasks which may be agreed on by the Parties and those in the ordinary course of the Consultant’s business as a real estate consultant.

The Consultant shall use reasonable good faith efforts in providing the services per the terms of this agreement and the standards acceptable in practice.

3. CONTRACT SUM

In exchange for the services, the Company shall compensate the Consultant with __________% equity of the Company’s property which shall be paid after every three (3) months.

4. AUTONOMY (pick one)

Except as otherwise provided in this agreement;

☐ The Consultant will work at the Company’s direction. 

☐ The Consultant will have full control over working time, methods, and decision-making in relation to the provision of the services per the agreement. The Consultant will work autonomously and not at the direction of the Company. However, the Consultant will be responsive to the reasonable needs and concerns of the Company. 

5. 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 Consultant shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s Clients or any person who had a material business relationship with the Company in the duration of this agreement.

6. NON-COMPETE

For the duration of this agreement, any subsequent agreement executed for the same or similar purpose, and (2) years after the termination of this agreement, the Consultant shall not directly or indirectly engage in the businesses in which the Company engages in or in which the Company has an actual intention to engage in, within any geographic area in which the Company is then conducting such business.

7. EQUIPMENT (select one)

Except as otherwise provided in this agreement,

☐ The Consultant will provide any resources necessary to deliver the services per the agreement at the Consultant’s own expense.

☐ The Company will provide any resources necessary to deliver the Consultant’s services per the agreement at the Company’s own expense.

8. 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 Company is not required to pay or make any contributions to any social security, local, state, or federal tax, unemployment compensation, workers compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Consultant during the term. The Consultant is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Consultant under this agreement. The Consultant 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.

9. INTELLECTUAL PROPERTY (select one)

☐ The Company agrees that any intellectual property and associated rights owned, discovered, or developed by the Consultant, solely or jointly with others, in connection with their services performed under this agreement, are the Consultant’s exclusive property.

☐ Consultant agrees that any intellectual property and associated rights owned, discovered, or developed by them, solely or jointly with others, in connection with their services performed under this agreement, shall constitute works for hire and shall automatically, upon their creation or discovery, become the exclusive property of the Company.

10. NON-ASSIGNMENT

The Consultant 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 Consultant’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. 

11. EXCLUSIVITY (select one)

☐ This agreement is nonexclusive; neither Party shall be obligated to offer any business opportunities or to conduct business exclusively with the other Party by virtue of this agreement.

☐ This agreement is exclusive; a Party shall be obligated to offer business opportunities or to conduct business exclusively with the other Party by virtue of this agreement.

12. RETURN OF THE PROPERTY

Upon the expiration or termination of this agreement, the Consultant will return to the Company any property, documentation, records, or confidential information that is the Company’s property.

13. DISPUTE RESOLUTION

If a dispute arises under this agreement, the Parties hereby agree to settle the dispute through one of the following: (select one)

☐Negotiation                           ☐Mediation                                 ☐Arbitration                       ☐Litigation

14. ATTORNEY FEES AND COSTS

Each Party shall pay that Party’s own attorney fees and costs except as provided under the litigation and fees costs article below.

15. LITIGATION FEES AND COSTS

If any suit, action, or other proceeding or appeal from a decision therein is instituted to establish, obtain, or enforce any right resulting from this Agreement; the prevailing Party shall be entitled to recover from the other Party, in addition to costs and disbursements, such additional sums as the court may adjudge reasonable as attorney fees, both in the trial and appellate courts, whether or not such right to attorney fees is established by statute.

16. TERMINATION

• Either Party may terminate this agreement upon giving the other Party no less than thirty (30) 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 that 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.

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. CONFIDENTIALITY

The Consultant shall not at any time disclose, directly or indirectly to any other person whatsoever any information concerning this agreement or any additional information of any nature whatsoever concerning the Company, whether such information or matter is stated to be confidential or not, except as required by law, without the express written permission of the Company. 

Specifically, and not limiting the generality of the foregoing, the Consultant is forbidden from revealing any information about a deal for one (1) year after receiving that information.

19. 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.

20. NO WAIVER

Failure by either Party 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.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. NOTICES

The Parties shall be served through the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.

THE COMPANY: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE CONSULTANT: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

27. CONSULTANT ACKNOWLEDGEMENTS 

The Consultant acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. The Consultant acknowledges that the restrictions imposed are fair, reasonable, and necessary to protect the Company’s legitimate business interests and will not place an undue burden upon their livelihood in the event of enforcement of the restrictions. In addition, the Consultant acknowledges that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.

28. GOVERNING LAW

This agreement shall be governed in all respects by the California State Laws.

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 CONSULTANT Signature : Name: Date:…………………………………………….……