SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

MILLENNIUM CONSTRUCTION SERVICES INC (THE CONTRACTOR)

AND

____________________________________________ (THE CLIENT)

THIS AGREEMENT is made on the …………..day of……….20……., entered into by the Contractor of  license number ___________________and the Client (Contractor and Client collectively referred to herein as the “Parties” or individually as the “Party”) and includes that party’s successors and assigns.

WHEREAS:

1. The Contractor is a service provider.
2. The Client is desirous of procuring the Contractor’s services.
3. The Contractor has the necessary skills, expertise, personnel, and equipment to provide the services at a Compensation (a term defined below) and to the standards stated in this agreement.
4. The Client now wishes to enter into this agreement with the Contractor, compensating it for its services.

Parties agree to the following terms and conditions and to be bound thereby:

1. DEFINITIONS AND INTERPRETATIONS

• In this Agreement:

1. “Agreement” means this agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this agreement); 
2. “Confidential information” refers to any data or information relating to the business of the Contractor which would reasonable be considered to be proprietary to the Contractor including, but not limited to, accounting records, business processes and records and that is not generally known in the industry of the Contractor and where the release of that confidential information could reasonably be expected to cause harm to the Contractor; and 
3.  “Intellectual Property” means the copyright, know-how, the trade names, and any marks, trade device, service mark, symbol, code or specification, patents, designs, and other individual or intellectual property rights used in or associated with any of the Parties.

• In this agreement, unless the context otherwise requires, any reference to:

1. the singular includes the plural and vice versa;
2. any agreement or other document includes that agreement or other form as varied or replaced by the Parties in writing from time to time;

• Clause headings are inserted for convenience only and shall be ignored in construing this agreement.

2. APPLICATION OF TERMS
   • Save as may otherwise be provided in this agreement, the terms and conditions set out in this agreement are the only terms on which the Contractor is prepared to deal with the Client. 
   • If any ambiguity is found in the agreement or various documents forming this agreement, the Contractor shall issue any necessary clarification or instruction.
   • 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.
   • Parties agree to be subjected to all relevant laws, rules and regulations including but not limited to consumer protection laws
   • The parties will exercise utmost good faith in this agreement.

3. COMMENCEMENT AND DURATION

This agreement shall come into force upon execution by both parties until_____________________. This is the estimated duration, that may be subject to change due to factors such as force majeure, accidents, frustration of contract and unavailability of materials. A definite completion date has not been determined. 

4. SERVICES

The Contractor shall provide construction services to the Client and in particular; 

• The Contractor will also be responsible for getting all necessary permits. The services will also include any other tasks which the parties may agree on.
• The Contractor shall furnish the Client with a Certificate of Workers’ Compensation Insurance before commencement of the services.
• The Client is entitled to cancel for a full refund if the Contractor fails to commence the services within _____________days after commencement.

5. COMPENSATION

The Contractor will charge the Client as follows;

NON-PAYMENT OR LATE PAYMENT WILL ENTITLE THE CONTRACTOR TO LEGAL REMEDIES INCLUDING BUT NOT LIMITED TO LIEN OVER THE CLIENT’S PROPERTY.

6. DISCLAIMER OF WARRANTIES. 

• The Company will provide a ¬__________year manufacturer warranty. In no event will the Contractor’s total cumulative liability to the Client or any third party for all damages, losses and causes of action (whether in contract, tort, including negligence and strict liability, or otherwise) exceed the total amount paid by the Client to the Contractor under this agreement
• Except for the limited warranty, the Equipment and Services are provided to you “as is, where is”, with all faults and without warranty of any kind. To the maximum extent permitted under applicable laws, the Contractor expressly disclaims all other representations, warranties and conditions, express and implied, statutory (including under sale of goods legislation, or otherwise), including without limitation any representations, warranties or conditions of merchantability, fitness for any particular purpose, suitability for any particular purpose, title and non-infringement.

7. AUTONOMY

Except as otherwise provided in this agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the services in accordance with the agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the client. 

8. EQUIPMENT

Except as otherwise provided in this agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workware and any other items or parts necessary to deliver the services in accordance with the agreement.

9. INDEPENDENT CONTRACTOR

The relationship of the parties hereto is that of 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 Client 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 Contractor during the term. The Contractor is responsible for paying and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this agreement.

10. INTELLECTUAL PROPERTY

The Client agrees that any intellectual property and associated rights owed or developed by the Contractor, solely or jointly with others, during the subsistence of this agreement, is the Contractor’s exclusive property. The Client will enjoy a non-exclusive limited use license of the Contractor’s intellectual property. Title, copyright, intellectual property rights and distribution rights of the intellectual property remain exclusively with the Contractor.

11. DISPUTE RESOLUTION

Any dispute under this agreement shall be resolved by Mediation. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the Court’s jurisdiction. This agreement shall be governed by the Virginia State Laws. 

12. TERMINATION

• Either party may terminate this agreement at any time upon breach of the contract by the other party.
• Either party may terminate this agreement upon giving the other party no less than one (1) month notice in writing. If the Client wishes to terminate the contract with less than one (1) month notice, the Contractor reserves the right to charge costs that have already been paid in advance or incurred by the Contractor on their behalf.
• Either party may terminate this agreement at any time if both parties agree to the termination.
• 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.

13. CHANGES TO THE AGREEMENT

Either party may request changes to the agreement, but the changes will only be effective if agreed in writing, signed by all parties, and recorded.

14. CONFIDENTIALITY

The Client shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) or use for a personal benefit, any information concerning this agreement, whether such information is stated to be confidential or not, without the express written permission of the Contractor.

15. 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 as 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.

16. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  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 this agreement.

17. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; parties may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

18. NOTICES

• All notices shall be in writing.
• Parties shall be served through the following addresses
• Either party may provide changes in the below addressees by reasonable notice in writing given to the other party as aforesaid.

THE CONTRACTOR:

PHYSICAL ADDRESS ___________________________________________

EMAIL ___________________________________________

TELEPHONE               ___________________________________________

WEBSITE ___________________________________________

OTHER ___________________________________________

THE CLIENT:

PHYSICAL ADDRESS ___________________________________________

EMAIL ___________________________________________

TELEPHONE                ___________________________________________

OTHER ___________________________________________

19. GOVERNING LAW

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

IN WITNESS WHEREOF, each of the Parties has executed this agreement, both Parties by their duly authorized officer, as of the day and year set forth below.

YOU, THE BUYER, MAY CANCEL THIS TRANSACTION AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION. SEE THE ATTACHED NOTICE OF CANCELLATION FORM FOR AN EXPLANATION OF THIS RIGHT.