THIS AUDITING SERVICES AGREEMENT (the "Agreement") is made effective as of [DATE BOTH PARTIES SIGN] (the "Effective Date"), by and between: (1) Acme LLC (hereinafter the "Auditor"), located at [COMPANY ADDRESS] and (2) Client (hereinafter the "Client"), located at [CLIENT ADDRESS] (collectively referred to herein as the "Parties", and individually as a "Party"). The Parties agree to the following terms of services.
WHEREAS, Auditor possesses professional expertise in the field of auditing services; and
WHEREAS, Client desires to engage Auditor and Auditor accepts the engagement to perform certain auditing services (collectively the "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, Auditor and Client agree as follows:
TERMS OF AGREEMENT
1. RETENTION OF AUDITOR.
Client hereby retains Auditor and Auditor hereby agrees to render the Services to Client upon the terms and conditions as set forth herein.
2. DESCRIPTION OF THE SERVICES.
Auditor shall provide Client the following services (collectively the "Services"):
2.1 Client hereby retains Auditor and Auditor hereby agrees to render the Services to Client upon the terms and conditions as set forth herein.
2.2 Auditor will deliver to Client the following: [AUDITING SERVICES DESCRIPTION]
2.3 Auditor will immediately notify Client of any significant and/or reportable conditions noted during the course of the audit.
2.4 Additional services may be discussed by the Parties with additional fees to be agreed to by the Parties hereto in writing.
2.5 Auditor is providing the aforementioned Services "as is" without warranty or condition of any kind. Auditor hereby disclaims all warranties and conditions with regard to the Services rendered by Auditor, including all implied warranties or conditions of merchantability and fitness for a particular purpose. Auditor does not guarantee any minimum number of views and/or procurement of followers on any social media platform to Client.
The Parties agree that Auditor shall begin rendering the Services as of the Effective Date of this Agreement and shall complete the Services as defined herein by [PROJECT END DATE]. Either Party may terminate this Agreement upon ten (10) days prior written notice. In the event this Agreement is terminated before Auditor renders the entirety of the Services, Auditor shall be compensated for all Services rendered as of the effective date of termination.
4. COMPENSATION OF AUDITOR.
Client shall pay Auditor as follows: [PAYMENT DETAILS].
4.1 Additional Services. If, and to the extent that, Client requests Auditor to render services on behalf of Client other than those required to be rendered under this Agreement, such additional services shall be compensated separately at a rate as agreed to by the Parties in a new Statement of Work signed by both of the Parties hereto. The fee for any such additional services shall be added to Client's subsequent invoice as submitted by Auditor to Client.
5. OWNERSHIP RIGHTS.
Client will own all of its proprietary information as included in the Services. All Services provided by Auditor developed for or specifically relating to Client's proprietary information of any kind, and reports and notes prepared by Auditor, will be "works for hire" under any and all applicable United States and/or Canadian copyright laws, and therefore the property of Client. Such work may not be used by Auditor for any other purpose except for the benefit of Client. Any and all such property shall be delivered to Client on request. Upon request of Client, Auditor shall sign all documents necessary to confirm or perfect the exclusive ownership interests of Client.
6. AUDITOR OWNERSHIP RIGHTS & GRANT OF LICENSE.
Notwithstanding any other provision of this Agreement, the Services will and/or may include some past proprietary information that Auditor has previously developed for its own use ("Auditor's Prior Proprietary Information"). Auditor expressly retains full ownership of Auditor's Prior Proprietary Information, including all associated rights to use such information. However, Auditor also grants to Client a perpetual, non-exclusive license to use Auditor's Prior Proprietary Information.
7. INDEPENDENT CONTRACTOR STATUS.
Auditor is an independent contractor with respect to its relationship to Client. Neither Auditor nor Auditor's employees are or shall be deemed for any purpose to be employees of Client. Client shall not be responsible to Auditor, Auditor's employees, or any governing body for any payroll taxes related to the performance of the Services.
8. LIMITATION OF LIABILITY.
Under no circumstances shall Auditor be liable to Client or any third party for indirect, incidental, consequential, special or exemplary 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. The maximum aggregate liability of Auditor to Client arising out of or in connection with this Agreement shall not exceed the amount of any fees paid by Client to Auditor for the Services described in any applicable Statement of Work. For purposes of this section, "fees" does not include any payments made by Client to thirty-party services in connection with the Services provided by Auditor.
Client agrees to defend, indemnify, and hold harmless Auditor 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.
10. NO WARRANTIES AND/OR GUARANTEES.
To the maximum extent permitted by applicable law, all Services are provided "as is" without warranty or condition of any kind. Auditor hereby disclaims all warranties and conditions with regard to the Services rendered by Auditor, including all implied warranties or conditions of merchantability and fitness for a particular purpose. Auditor does not guarantee any minimum number of views and/or procurement of followers on any social media platform to Client.
Neither Party hereto will at any time or in any manner, either directly or indirectly, use for the personal benefit of themselves, or divulge, disclose, or communicate in any manner any information that is proprietary to the other Party (i.e., trade secrets, know-how and confidential information). The Parties will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Either Party may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies which may be available to a Party.
This Agreement is not assignable, in whole or in part, by either Party without the prior written consent of the other Party. Any attempt to make such assignment shall be void.
13. 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.
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.
15. GOVERNING LAW & FORUM.
This Agreement shall be construed in accordance with the laws of the United States of America, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the United States of America and both Parties expressly consent to jurisdiction in such courts.
16. 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.
IN WITNESS WHEREOF, the Parties have executed this Auditing Services Agreement as of the date first written above.