THIS SERVICES AGREEMENT (the “Agreement”) is made effective as of [ENTER EFFECTIVE DATE] (the “Effective Date”), by and between: (1) [ENTER COMPANY NAME] (hereinafter the “Company”), located at [ENTER ADDRESS] and (2) [ENTER CLIENT NAME] (hereinafter the “Client”), located at [ENTER CLIENT ADDRESS] (collectively referred to herein as the “Parties,” and individually as a “Party”).
WHEREAS, Company possesses professional expertise in the field of [ENTER FIELD OF EXPERTISE], and offers its clients certain [ENTER FIELD OF EXPERTISE] services; and
WHEREAS, Client desires to engage Company and Company accepts the engagement to perform certain professional [ENTER FIELD OF EXPERTISE] services for Client in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:
1. PURPOSE OF ENGAGEMENT.
Client hereby retains the services of Company to provide certain [ENTER FIELD OF EXPERTISE] services as defined herein (collectively the “Services”).
2. DESCRIPTION OF THE SERVICES & COMPENSATION OF COMPANY.
Company will provide the Services as defined below for Client in accordance with the defined compensation rates provided in Paragraph 4.
2.1 Client Contact.
Company’s principal Client contact during the term of this Agreement will be:
Name: [ENTER CLIENT CONTACT NAME]
Email: [ENTER CLIENT CONTACT EMAIL]
2.2 Services Description.
Company shall provide the following Services to Client: [ENTER SERVICES DESCRIPTION].
3. TERM OF SERVICES.
This Agreement is effective upon the date signed, and shall remain in effect until [ENTER ENDING DATE] (the “Term”).
3.1 Survival.
The Client’s obligations under the following paragraphs shall survive the expiration of this Agreement: Paragraphs 4, 7, 8, 9, 10 and 17.
4. COMPENSATION OF COMPANY.
In consideration for the Services, Client shall pay Company as follows: [ENTER COMPENSATION STRUCTURE]. All fees paid by Client to Company are non-refundable. All fees paid by Client to Company shall be paid via [ENTER PAYMENT METHOD].
4.1 Authorized Expenses.
Client will reimburse Company for all reasonable expenses incurred by Company in performing the Services pursuant to this Agreement, only if Company receives written consent via email from an authorized representative of Client prior to incurring such expenses and submits receipts for such expenses to Client.
4.2 Contingencies.
Client acknowledges and agrees that fees and/or costs for Services are NOT contingent upon achieving any particular goals, metrics, and/or operating results.
4.3 Payments.
Client shall pay all authorized expense invoices upon receipt of a submitted invoice from Company. In the event Client fails to pay any portion of an invoice within ten (10) business days of receipt of an invoice from Company, a late payment penalty of five percent (5%) will be assessed for every week (including partial weeks) such payment is delayed.
5. WORK CHANGES.
If the Client wishes to change the services that Company is providing hereunder, or wants to obtain additional services not covered by this Agreement, then the Client shall advise Company and Company shall submit a new services agreement for Client’s approval. No such service request shall be binding unless and until it has been approved and has been signed by Company and Client.
6. INDEPENDENT CONTRACTOR STATUS.
Company is an independent contractor with respect to its relationship to Client. Neither Company nor Company’s employees and/or agents are or shall be deemed for any purpose to be employees of Client. Client shall not be responsible to Company, Company’s employees and/or agents, or any governing body for any payroll taxes related to the performance of the Services.
7. LIMITATION OF LIABILITY.
Under no circumstances shall Company be liable to Client or any third party for indirect, incidental, consequential, special or exemplary damages (even if that party has been advised of the possibility of such damages), arising from the Services herein contemplated or any provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third-parties arising from any source. Company’s total liability hereunder shall be limited to the fees paid by Client to Company for the Services (excluding any amounts paid by Client to Company which were utilized to pay for third-party services).
8. INDEMNITY.
Client agrees to defend, indemnify, and hold harmless Company and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorneys’ fees, costs and expenses resulting from Client’s material breach of any duty, representation or warranty under this Agreement.
9. DISCLAIMER OF WARRANTIES.
Notwithstanding anything to the contrary in this Agreement, Company makes no and disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose with respect to the Services to the extent permitted by applicable law. Client hereby disclaims that it is relying upon or has relied upon any representations or warranty not included in this Agreement that may have been made by any person, and acknowledges and agrees that Company disclaims any such other representations and warranties.
10. NON-SOLICITATION.
Client shall not, directly or indirectly, during the term of this Agreement and for a period of twelve (12) months following its termination, induce or influence any employee of Company or any other person or entity to terminate their relationship with Company.
11. ASSIGNMENT.
This Agreement is not assignable, in whole or in part, by Client without the prior written consent of Company. Any attempt to make such an assignment shall be void.
12. ATTORNEYS’ FEES.
In any legal action between the Parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.
13. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
14. GOVERNING LAW & FORUM.
This Agreement shall be construed in accordance with the laws of the State of [ENTER STATE], without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of [ENTER STATE], and both Parties expressly consent to jurisdiction in such courts.
15. COMPLETE AGREEMENT & AMENDMENT.
This Agreement supersedes all prior agreements and understandings between the Parties for performance of the Services and constitutes the complete agreement and understanding between the Parties. The Parties may only amend this Agreement in a written document signed by both Parties.
16. COUNTERPARTS & ELECTRONIC SIGNATURES.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.
17. USE OF CLIENT’S NAME & LOGO.
Client grants Company permission to use Client’s name and logo in any marketing materials of Company.
18. FORCE MAJEURE.
A Party shall not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable: (a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.
THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.
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