THIS AGREEMENT is made on the …………..day of……….20……., entered into by the Company and the Contractor (Company and Contractor collectively referred to as the “Parties” or individually as the “Party”) and includes that party’s successors and assigns.
The Contractor is a service provider;
The Company is in the property management business and desirous of procuring the services of the Contractor; and
The Company now wishes to enter into this agreement with the Contractor, where it will compensate the Contractor for his services.
Parties agree to the following terms and conditions and to be bound thereby:
DEFINITIONS AND INTERPRETATIONS
In this Agreement:
“Agreement” or “Contract” means this agreement, and other documents forming part of this agreement;
“Contract Sum” means the sum payable to the Contractor for the services rendered;
In this agreement, unless the context otherwise requires, any reference to:
The singular includes the plural and vice versa;
The male gender includes the female gender and vice versa;
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.
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.
COMMENCEMENT AND DURATION
This agreement shall be valid from the date of execution until termination.
The Company shall pay the Contractor a sum of $_________________________for the services provided.
LIABILITY OF THE PARTIES
A party shall be compensated for damages caused by the other party.
No Party shall be held liable for any damages, where:
the damage has been occasioned by the other party, their representatives, employees, or agents; and
the damage has been caused by an event beyond the control of the party e.g., force majeure or accidents.
Except as otherwise provided in this agreement, the Contractor will work at the Company’s direction.
The Contractor 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.
The Contractor shall not directly or indirectly, engage in the businesses in which the Company engages in or in which the Company has an actual intention, as evidenced by the Company’s written business plans, to engage in, within any geographic area in which the Company is then conducting such business for a period of (2) years after the termination of this agreement
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.
The parties acknowledge that this agreement is non exclusive and that either party will be free, during and after the term, to engage or contract with third parties for the provision of services similar to the services.
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 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 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.
The Contractor 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 Contractor’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.
RETURN OF THE PROPERTY
Upon the expiration or termination of this agreement, the Contractor will return to the Company any property, documentation, records, or confidential information which is the property of the Company.
Any dispute under this agreement shall be resolved by Negotiation. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the Court’s jurisdiction.
Either party may terminate this agreement at any time upon breach of the contract by the other party.
Either party may terminate this agreement at any time if the other party agrees to the termination in writing.
Otherwise than for breach, or through consent, either party may terminate this agreement upon giving the other party no less than thirty (30) days’ notices in writing. If the Contractor wishes to terminate the contract with less than thirty (30) days’ notices, the Company reserves the right to charge costs that have already been paid in advance or incurred by the Company on the Contractor’s behalf.
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.
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 Company shall issue any necessary clarification or instruction.
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.
The Contractor shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) 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, without the express written permission of the Company.
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.
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.
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.
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. 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 Company is prepared to deal with the Contractor.
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 CONTRACTOR: ___________________________________________
The Contractor acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, the Contractor 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.
This agreement shall be governed in all respects by the Florida 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 CONTRACTOR
Signature : Name: Date:…………………………………………….……
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