SERVICE AGREEMENT

 

                      SERVICE AGREEMENT

 

 

 

BETWEEN

 

 

______________________________________________________

              (“The Company”)

 

           AND

 

 

                                                                     XXXX

 

(“The Contractor”)

 

THIS SERVICE AGREEMENT is made on the ……..…… day of…………..…………20……..…, is entered into by and between the Company and the Contractor (Company and Contractor collectively referred to herein as the “Parties” or individually as the “Party”).

WHEREAS:

  • The Contractor is a skilled and professional on-demand service provider based in Indianapolis, Indiana that provides fundraising services to non-profit organizations.
  • The Company wishes to engage the Contractor to provide the Services.
  • The Contractor has indicated and warranted that it has the necessary skills, expertise, personnel, and equipment to carry out and complete the Services at the Contract Sum (a term defined below) and to the standards that are stated in this Agreement.
  • The Company now wishes to enter into this Agreement with the Contractor under which the Contractor will provide the Services.

THEREFORE, in consideration of mutual promises, representations, covenants, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to the following terms and conditions and to be bound thereby:

  1. DEFINITIONS AND INTERPRETATIONS
    • In this Agreement:
  • “Agreement” means this Agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this Agreement);
  • “Contract Sum” means United States Dollars……………..;
  • “Intellectual Property” means the copy-right, 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;
  • “Services” means the services rendered by the Contractor as provided under Schedule A;
  • “Statement of Work Section” means deliverables, project cost and exact services being offered as provided under Schedule B ;
    • In this Agreement, unless the context otherwise requires, any reference to:
  • the singular includes the plural and vice versa;
  • a person includes reference to a body corporate or other legal entity;
  • any written law includes that law as amended or re-enacted from time to time;
  • any agreement or other document includes that Agreement or other document as varied or replaced by the Parties in writing from time to time;
  • a clause is to the relevant clause of this Agreement;
  • any Party includes that Party’s successors and assigns.
    • Clause headings are inserted for convenience only and shall be ignored in construing this Agreement.
    • The identification of certain breaches in this Agreement as being “Material” does not indicate that only those breaches are material.
    • Where the Agreement provides for the giving or issue of any notice, consent, approval certificate, or determination, it shall be in writing, and the words notify, certify or determine shall be construed accordingly. Routine communications relating to the performance of this Agreement may be conducted by electronic mail.

 

  1. application of terms and the Contractor UNDERSTANDING
    • 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. They shall govern the relationship between the Parties to the entire exclusion of all other agreements entered into with the Company concerning the provision of the Services.
    • If any ambiguity is found in the 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.

 

  1. COMMENCEMENT AND DURATION

This Agreement shall come into force upon execution and shall remain in force until either Party terminates this Agreement, or until a specified (date).

  1. TERM OF THE AGREEMENT

4.1 The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement, and, or

4.1.2 The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until a specified (date).

4.2 In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days written notice to the other Party.

4.3 Except as otherwise provided in this Agreement, the Contractor’s obligations will end upon the termination of this Agreement.

4.1.2 PAYMENT TERMS

The Company shall pay the Contractor a down payment of the Contract Sum before the commencement of services. Subsequently, the Company will be served a monthly invoice and required to remit payment in 30 days.

  1. THE OBLIGATIONS of the parties
    • The Company shall undertake to supply the Contractor all relevant information necessary for the compliance of the Agreement by the Contractor.
    • The Company shall pay to the Contractor the Contract Sum in such a manner and at an interval to be agreed upon by the Parties.
    • The Contractor shall possess the technical resources necessary for the correct implementation of the Services within the term and under the conditions established in the present Agreement.
    • The Contractor shall deliver to the Company, in a period of no more than ……… calendar days after the signing of the present Agreement, a preliminary report specifying the actions to be taken in line with Schedule A and periods of time necessary for compliance with the Agreement.
  1. LIABILITY OF THE PARTIES.
    • No Party shall be held liable for any portion of the Services, or the equipment forming part of the Services, where the same is the subject of a criminal offense caused by the other Party;
    • No Party shall be held liable for the other Party’s misuse, abuse, or illegal action involving the Services or any product arising from the Services.
  2. WARRANTIES
    • The Contractor warrants that it is skilled and competent to offer the services.
    • The Contractor warrants that it will provide the Services with due care and diligence and to such high standard of quality consistent with applicable standards and as it is reasonable the Company to expect in all the circumstances;
  • in accordance with the provisions of this Agreement and such other instructions as may be given by the Company; and
  • in accordance with all applicable laws and consents.
    • The Company warrants that:
  • the Company has the capacity to pay the Contractor for the Services provided.
  1. INDEPENDENT CONTRACTOR

The relationship of the parties hereto is that of independent contractors. The parties hereto are not deemed to be agents, partners, or joint ventures of the others for any purpose as a result of this Agreement or the transactions contemplated thereby.

  1. INTELLECTUAL PROPERTY
    • The Parties agree that any ideas, concepts, discoveries, techniques, patents, copyrights or trademarks which are developed or discovered by the Contractor, solely or jointly with others, during the subsistence of this Agreement shall automatically upon their creation become the exclusive property of the Contractor.
  2. DISPUTE RESOLUTION
    • If any dispute arises between the Parties related to this Agreement, it shall be resolved by mediation between and among the parties. Parties shall act in good faith to resolve the dispute.
    • In the event that a dispute cannot be resolved through good faith mediation, the Parties agree to submit to binding mediation.
    • In the event of mediation, the prevailing Party will be entitled to its legal fees, including, but not limited to, its attorneys’ fees.
  1. TERMINATION
    • Either Party shall be entitled to immediately terminate this Agreement upon the breach of its terms by the other Party in the event that the Party in breach fails to rectify the said breach within thirty days upon issuance of a notice to rectify the same.
    • Either Party may terminate this Agreement upon giving the other Party no less than 30 days’ notice in writing.
    • Upon termination of this Agreement, the Contractor shall
  • Stop the Services entirely, or as may be specified in the notice; and
  • Deliver all complete and incomplete Services to the Company.
    • Upon termination of this Agreement, the Company shall
  • Immediately Pay the Contractor any sums due to it prior 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.
    • This Agreement will automatically terminate when both Parties have performed all of their obligations under the Agreement and all payments have been received.
  1. VARIATION to the agreement

Either Party may request variations to the Agreement.  The Parties shall enter into discussions to agree on any required changes, revised pricing, and time for performance.  Such variations will only be effective if agreed in writing by the Parties.

  1. Force Majeure
    • For the purposes of this Agreement, “Force Majeure” means an event which could not reasonably have been avoided by a diligent party in the circumstances, which is beyond the reasonable control of a party and which makes a party’s performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances 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.
    • Force Majeure shall not include any event caused by the negligence or intentional action of a Party or such Party’s subcontractors or agents or employees or by a failure to observe good professional practice.
    • Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
    • The failure of a Party to fulfill any of its obligations hereunder shall not be considered to be a breach of or default under this Agreement insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care, and reasonable alternative measures, all with the objective of carrying out the terms of this Agreement.
    • A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Party’s inability to fulfill its obligations hereunder with a minimum of delay. The Parties shall take all reasonable measures to minimize the consequence of any event of Force Majeure.
    • A Party affected by an event of Force Majeure shall notify in writing the other Party of such event as soon as possible, and in any event not later than five (5) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.
    • Not later than fourteen (14) days after the Contractor, as a result of an event of Force Majeure, has become unable to discharge a material portion of its obligations, the Parties shall consult with each other with a view to agreeing on appropriate measures to be taken in the circumstances.
  2. CONFIDENTIALITY

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 other 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.  The Contractor gives this covenant on its behalf.

  1. NO WAIVER

Except where this Agreement provides otherwise, the rights and remedies contained in it are cumulative and not exclusive to rights or remedies provided by law.  The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

  1. SEVERABILITY

If any provision of this Agreement is declared by any judicial or other competent to be void, voidable, illegal or otherwise unenforceable, the Parties shall amend that provision in such reasonable manner as achieves the intention of the Parties without illegality or at the discretion of the Contractor, it may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.

  1. COSTS

Each Party shall bear its costs incurred in the negotiation, preparation, and execution of this Agreement.

  1. APPLICABLE LAW

The Parties agree that construction, validity, and performance of this Agreement shall be governed by the State and/or Country in which the duties of this Agreement are expected to take place. In the event that the duties of this Agreement are to take place in multiple States and/or Countries, this Agreement shall be governed by ______________________ law.

  1. NOTICES
    • The Parties select as their respective addresses the addresses (including email) set out below for all purposes arising out of or in connection with this Agreement at which addresses only all processes and notices arising out of or in connection with this Agreement may validly be served upon or delivered by the Parties.

THE COMPANY:                     ___________________________________________

                                                ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE CONTRACTOR:               ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

 

  • Either Party may provide changes in the above addressees by notice in writing given to the other Party as aforesaid.

 

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorized officer, 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 duly authorized representative of

the CONTRACTOR

Signature: ………………………………………………

Name: ……………………………………………………

Designation: …………………………………………..

Date:…………………………………………….………………..

 

 

 

SCHEDULE A

 

The services offered by Ally Philanthropy shall include:

  • Provision of Data Services including;- Proper data collection to aid in fundraising, Benchmarking studies, fundraising audits, implementing donor databases, research services including prospect research.
  • Develop fundraising strategy including; – turning data into actionable insights by developing personalized fundraising strategies, case statement development, annual giving strategies, and donor stewardship.
  • Market segmentation including’; – segmenting the client’s mailing list, developing the client’s appeal messaging, and writing their appeals.
  • Grant writing including; – identify the right grants to apply for, conduct thorough grant research, write grant proposals and assist with any necessary reporting requirements.

                                                     SCHEDULE B

                                         STATEMENT OF WORK SECTION

 

 

SERVICES DELIVERABLES PROJECT COSTS ADDITIONAL INFORMATION
Data Services ·         Data collection·         Benchmarking studies

·         Fundraising audits,

·         Implementing donor databases,

·         Research services including prospect research

    
Fundraising strategy ·         Turning data into actionable insights by developing personalized fundraising strategies, ·         Case statement development,

·         Annual giving strategies,

·         Donor stewardship.

    
Market segmentation ·         Segmenting the client’s mailing list, ·         Developing the client’s appeal messaging,

·         Writing their appeals.

    
Grant writing ·         Identify the right grants to apply for,·          Conduct thorough grant research, write grant proposals

·          Assist with any necessary reporting requirements.

 

    

 

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