THIS SERVICE AGREEMENT, effective as of [DATE] (“effective date”), is made and entered
into by and between CRIMSON ACADEMIA hereinafter referred to as Crimson Academia
LLC and NAME.
WHEREAS Crimson Academia LLC offers the services described in Article 1 of this
Agreement; and
WHEREAS “Client” accepts services under the provision of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and of the mutual promises
and covenants herein contained, the parties, intending to be legally bound, do hereby agree as
follows:
Article 1 [The Services)
- “Crimson Academia LLC” offers admission essay consulting services. The specific
description and pricing of the prices are contained in Appendix 1 of this Agreement. - “Crimson Academia LLC” represents that it is authorized; duly licensed (as applicable); and
has the qualifications, the experience, and the ability to properly perform the Services.
Further, the “Crimson Academia LLC” shall use best efforts to perform the Services such
that the results are satisfactory to the “Client”.
Article 2 [The Client]
- “Client” shall include independent clients; private colleges, and micro-schools.
- “Client” represents and warrants that it shall honor its remuneration obligations according
to Article 4 of this Agreement, and Appendix 1.
Article 3 [Failure]
- If “Client” requests a service, such as consulting, for each individual item or a particular
stage of an individual item of the package in Appendix 1, such as brainstorming or
drafting, complete the work and report the results within 80 hours of each item, or at a
specific date and time set by the editors. However, if “Client” requests a large amount of
essays or consulting services without prior notice, “Crimson Academia LLC” shall
complete the work within 120 hours of the initial service request, or at a specific date and
time set by the editors, after prior notice of the excess work time and report the results.
“Crimson Academia LLC” will also be open in communication with “Client” if timeline
and deadline adjustments and extensions are needed. - The period of paragraph 1 above shall be calculated from the time when the “Client”
requests the service of the individual items of each package of Appendix 1 for “Crimson
Academia LLC”. If additional requests are made, such as the paragraph 1 above, the work
hours are discussed separately, but 80 hours, or at a specific date and time set by the
editors, are calculated from the date of initial request.
Article 4 [Payment of Remuneration]
- “Client” shall pay “Crimson Academia LLC” the amount of the package service amount
as stated in Appendix 1 as remuneration for this service contract in accordance with the
following details.
■ Details of payment for services listed in Appendix 1:
Classification Payment Time Amount
Primary Payment Immediate payment on the
start of consulting essay
services
50% of the total amount of service
Secondary Payment On the 1st of November 25% of the total amount of service
Final Payment On the 1st of February
If Service Item Amount is $1000 or under, then 50% of the remaining amount will be paid to Crimson Academia LLC upon completion of the service/product.
25% of the total amount of service plus
Hawaii State tax of 4.7% of
the total service amount.
*50% of the total amount of service
- “Crimson Academia LLC” may increase the amount of service specified in Appendix 1
every year, and the rate of increase in service amount shall be up to 8 percent. If
“Crimson Academia LLC” increases the service amount in Appendix 1, it shall be
notified to “Client” in advance, and if “Client” agrees, the contract amount of this section
shall be changed. The form and method of agreement shall be signed or signed by
“Client” for the newly increased service amount table provided by “Crimson Academia
LLC” and the contents of the existing Appendix 1. Package Description & Pricing shall
be changed by attaching it to the service contract.
Article 5 [Confidentiality]
- “Client” and “Crimson Academia LLC” shall not divulge any information to a third party
that, without prior consent from the other party, may interfere with the conclusion and
content of the service contract, the existence, name or other external knowledge of the
other party’s performance or may undermine the social value or evaluation of the two
parties. - “Crimson Academia LLC” shall not disclose all other information such as the name and
existence of other clients and students to “Client” in order to avoid unnecessary
competition among clients. - “Client” and “Crimson Academia LLC” shall indemnify the other party in full for
damages incurred by the other party from leaking any business confidentialities to a third
party that are to be recognized under paragraphs 1, 2 and this Agreement.
Article 6 [Management of Human Resources]
- “Crimson Academia LLC” does not provide “Client” with any personal information other
than his or her personal history and experience as a lecturer, consultant, editor, etc. - “Client” shall not direct business instructions to instructors, consultants, or editors
belonging to “Crimson Academia LLC” or make individual contact or contact without
prior consent of “Crimson Academia LLC”. - If “Client” intends to hire instructors, consultants, and editors from “Crimson Academia
LLC” members as their own employees, or to provide employment opportunities for
other companies other than “Crimson Academia LLC,” it should consult with “Crimson
Academia LLC” in advance.
a. If “Client” violates paragraph 3 above, then fees shall be paid to the “Crimson
Academia LLC” as a penalty, and any damages resulting from disputes caused by
the “Client” shall be paid by the “Client” as a penalty.
b. If “Client” provides “positions to instructors, consultants, editors, etc.” The fine is
$20,000 combined with the corresponding annual salary of the corresponding
instructor, etc.
c. In case “Client” offers freelancing work to “Crimson Academia LLC”’s
Instructors, Consultants, Editors etc. the fine to be paid is $40,000.
Article 7 [Liability]
“Crimson Academia LLC” SHALL NOT bear any responsibility for any injury or loss sustained
by the “Client” while performing the tasks under this Agreement.
Article 8 [Term]
The term of this Agreement commences on the effective date and continues until the completion
of “Crimson Academia LLC”’s obligations herein; or until “Client”’s full payment for the
services. The Agreement may also be terminated by the parties under Article 9 below.
Article 9 [Termination of Contract]
- The other party may terminate this Agreement if any of the following:
a. If “Crimson Academia LLC” does not perform the work requested by “Client”
within the period specified in Article 3,
b. Where “Client” does not pay in accordance with Article 4
c. Where “Client” and “Crimson Academia LLC” violate the confidentiality
obligations of Article 5.
d. In the event that “Client” acts in violation of the obligations of Article 6, such as
direct work order or contact with teachers, consultants, editors, etc. belonging to
“Crimson Academia LLC” or providing employment opportunities.
e. In the event of other serious reasons which are difficult to maintain this
Agreement.
- If the termination qualification of paragraph 1 above occurs and either party expresses its
intention to terminate this contract (or individual consulting service contract that
accompanies this contract) through mutual consultation, “Client” and “Crimson
Academia LLC” shall calculate the performance of this contract and the compensation for
the termination of this contract. For example, if a client decides to terminate the contract
with Crimson Academia at any point in time, then the hours of work that have gone into
the service from the initial starting point shall be calculated at $150 an hour.
- The party under violation of the agreement shall indemnify the other party or a third party
for damages caused by the termination of paragraph 1 above.
Article 10 [Exemption of Obligation]
- The consulting work carried out under the contract by “Crimson Academia LLC” does
not guarantee the success of “Client’s” students and/or affiliates in entering universities
or other forms of admissions. - If an additional request by a student and/or affiliates of “Client” or “Client” occurs, such
as a change in the outcome of the final editing of the services/product, “Crimson
Academia LLC” shall not be responsible for the consequences of the change. - If the student of “Client” and/or affiliates “Client” fails to complete the service within the
period because he or she has not sincerely cooperated with the performance of the
“Crimson Academia LLC” consulting, “Crimson Academia LLC” shall not be responsible
for this.
Article 11 [Problem Settlement & Governing Law]
In the event of a dispute between the two parties in connection with this Agreement, it shall be
settled by mutual agreement between “Client” and “Crimson Academia LLC” and if it cannot be
resolved by the two parties, the parties (a) hereby irrevocably and unconditionally submit to the
jurisdiction of the federal and state courts located within the geographic boundaries of Hawaii for
the purpose of any suit, action or other proceeding arising out of or based upon this Agreement,
(b) agree not to commence any suit, action or other proceeding arising out of or based upon this
Agreement unless parties first attempt to resolve any dispute arising from this Agreement
through mediation.
Article 12 [Force Majeure]
Neither party shall be considered in default of performance of any obligations under this
Agreement if such performance is prevented or delayed by Force Majeure. “Force Majeure” shall
be understood to be any cause which is beyond the reasonable control of the party affected and
which is forthwith, by notice from the party affected, brought to the attention of the other party,
including but not limited to war, hostilities, revolution, civil unrest, strike, lockout, epidemic or
pandemic, government- ordered restriction or cessation of activity, accident, fire, natural disaster,
wind or flood or any requirements of law, or an act of God.
Article 13 [Non-Performance]
If either fails to comply with any of their obligations set forth in this Agreement, and such failure
results in suffering of any loss, or the imposition of additional Taxes, the non-performing party
SHALL be liable in full for such additional losses and Taxes.
Article 14 [Relationship]
- “Crimson Academia LLC” SHALL act as an independent entity to “Client” and in no way
shall be considered an employee of “Client”. - “Client” DOES NOT have any express or implied power to enter any contracts or
commitments or to incur liabilities in the name of, or on behalf of, “Crimson Academia
LLC”, or to bind “Crimson Academia LLC” in any respect whatsoever.
Article 15 [Assignment]
“Crimson Academia LLC” reserves the right to engage subcontractors to perform any work
related to this contract.
Article 16 [Entirety]
This Agreement represents the entire Agreement between the two parties and supersedes any
previous written or oral agreement.
Article 17 [Modification]
This Agreement may be modified at any time, provided the written consent of both “Crimson
Academia LLC” and “Client”.
Article 18 [Acknowledgement]
- “Client” enters this Agreement based on the terms and conditions herein, and not based on
any representation made by any person other than as set out in this Agreement. - EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT,
SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF
INDEPENDENT LEGAL COUNSEL AND HAS READ AND UNDERSTOOD ALL OF
THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT
SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE
DRAFTING OR PREPARATION HEREOF.
Article 19 [Severability]
The parties agree that if any portion of this contract is found to be void or unenforceable, it
SHALL be struck from the record, and the remaining provisions will retain their full force and
effect.
Article 20 [Copies]
This Agreement shall be filled out in two copies, signed and sealed, and kept one copy each.
In Witness Whereof, this Agreement is duly executed by the parties or their duly authorized
representatives as set forth below:
Signed on this Day on the Month of in the Year _
“Client”
Address:
Contact Information (Cell & Email): ___________________________________
Client Name in Print: ______________________________________________
Client Signature: _________________________________________________
Crimson Academia LLC
Address: 1050 Queen St. Suite #100, Honolulu, HI, 96814
Contact Information (Cell & Email): 9179512424,
jiyoon@crimsonacademia.com
Founder/Director Name in Print: Jiyoon Kim
Founder/Director
Signature:
Appendix 1: Package Description and Pricing
[*Once both parties reach a package description and pricing agreement, the
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