SERVICE AGREEMENT
This SERVICE AGREEMENT (hereafter, ‘‘this agreement’’) effective as of 3/12/2021 (“Effective Date”), is made and entered into by and between Graphic Minded Solutions LLC with a business address of [ADDRESS] (hereafter ‘‘the Service Provider’’) and Damon Fountain of address [ADDRESS] (hereafter, ‘‘the Client’’).
The Service Provider and the Client shall be jointly referred to as “Parties” and individually as “A Party” to this contract.
BACKGROUND
Whereas, Graphic Minded Solutions LLC (Service Provider) will create an automated ecommerce website for Damon Fountain (Client) and aid in the running of the business operations of the website;
Whereas, the parties to this Agreement (‘‘the parties’’) wish to set forth the terms and conditions upon which such service will be executed by the Service Provider;
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:
- SERVICE PROVIDER OBLIGATIONS (Graphic Minded Solutions LLC)
The Service Provider hereby has been appointed by the Client to render the agreed service as stipulated in the background section above. The Service Provider shall commence performance of the Services on the date first signed below, and shall continue until completion of the Services unless this Agreement is sooner terminated by the terms as set forth herein.
The duties of the Service Provider shall include, but not limited to:
- Creating an automated e-commerce website for the client;
- Consulting and helping in creating a new business entity and tax id for the ecommerce business;
- Finding new US Based suppliers for the ecommerce business;
- Running google ads for the website;
- Answering calls and fulfilling customer orders for the client’s ecommerce business;
- Consulting and helping Client to acquire business credit for ad spend and expenses;
- Running the day to day business operations for the website.
For accountability purposes, the Service Provider will update the Client on website performance on a monthly basis, in the form of shopify backend, revenue analytics, google ads analytics, and traffic analytics.
- CLIENT OBLIGATIONS
In consideration for the services to be performed by the Service Provider, the Client agrees to pay the Service Provider under the terms of this Agreement.
Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Provider on the due date, the Provider may suspend all Specified Services until payment has been made in full of all amounts then due.
Time for payment shall be of essence.
- PAYMENT TERMS
- Graphic Minded Solutions LLC is to be paid a service fee of _________ (Specify the amount to be paid, the mode of payment e.g. PayPal, cash etc.) by Damon Fountain for the services rendered.
- Additionally, the parties to this contract agree to a profit share of the ecommerce website revenue. Damon Fountain (Client) will receive 80% of revenue and Graphic Minded Solutions LLC will receive 20% of revenue.
- Revenue will be deposited every month to the Client business account. The revenue will be paid out after all expenses and taxes have been settled.
- All expenses and revenue will be tracked through a book keeping company.
CONFIDENTIALITY
Confidential Information.
For purposes of this Contract, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by the contractor hereunder). Confidential Information does not include:
a) Information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information;
b) Generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade;
c) Information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation;
d) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or
(e) Information the Receiving Party develops independent of any information originating from the Disclosing Party.
4.2 Non-Disclosure. The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.
TERMINATION
Either Party to this Agreement may terminate this Agreement upon a written notice of termination to the other Party. Unless otherwise mutually agreed to in writing, upon the termination of this Agreement, any arrangement for Services then in effect will immediately terminate.
The Service Provider can terminate this agreement in the event the Client fails to pay for services or breaches any term of this agreement. Additionally, Service Provider may pursue any other legal remedy available to the Service Provider for such breach.
RELATIONSHIP OF THE PARTIES
Nothing contained in this Contract will be construed to create an employer and employee relationship between the Service Provider and the Client. Service Provider and Client agree that the Service Provider is, and at all times during this Contract shall remain, an independent contractor.
DISPUTES
Except as otherwise specifically agreed in writing by the Provider and the Client, any dispute relating to any rights and/ or obligations arising from this Agreement which is not resolved by the parties shall be adjudicated by any court of competent jurisdiction.
ENTIRETY
This contract represents the entire agreement between the two parties and supersedes any previous written or oral agreement. This agreement may be modified at any time, provided there is written consent of both the Provider and the Client.
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.
JURISDICTION
This contract shall be governed, interpreted, and construed in accordance with the laws of VIRGINIA, as it is the location where the Service Provider is based.
In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:
SERVICE PROVIDER
Name: Graphics Minded Solutions
Representative: ___________________________
Title: ___________________________________
Signature: _________________________________
Date: ____________________________________
CLIENT
Name: Damon Fountain
Representative: ________________________________
Title: _______________________________________
Signature: __________________________________
Date: __________________________________
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