Service Agreement
This Service Agreement (hereinafter referred to as the “Agreement”) is made and shall be effective as on [Effective Date] (hereinafter referred to as the “Effective Date”)
By and between
[Client Company Name] (hereinafter referred to as the “Company”), having its principal place of business at [Client Company Address], and;
[Consultant Company Name] (hereinafter referred to as the “Consultant”), having their principal place of business at [Consultant Company Address].
Hereinafter, the Company and the Consultant shall be collectively referred to as the “Parties” and individually as the “Party.”
All activities and services (hereinafter referred to as the “Services”) provided by the Consultant shall be subject to the following terms and conditions:
TERMS AND CONDITIONS.
1. SCOPE OF AGREEMENT.
The Company wishes to engage the Services of a Consultant to utilize their expertise in the field of [Consulting Field].
2. TERM.
5. CONFIDENTIALITY.
The Consultant shall not:
(a) Disclose to any third party any details regarding the Company’s business, including, without limitation, any information regarding any of the Company’s customer information, business plans, or price points (hereinafter referred to as the “Confidential Information”),
(b) Make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or distribution unless requested to do so by the Company or
(c) Use Confidential Information other than solely for the benefit of the Company.
6. FEES AND CHARGES.
The Company shall pay the Consultant the fees set forth on Exhibit B for the Services rendered by the Consultant and reimburse the Consultant for all reasonable out-of-pocket expenses (including, without limitation, travel and lodging expenses) incurred by the Consultant in connection with this Agreement. At the Company’s request, the Consultant will provide such documentation as may be reasonably required to verify such expenses.
7. INDEMNIFICATION.
The Consultant will indemnify and hold harmless the Company and its affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to any breach of any representation, warranty, covenant, or obligation of Consultant in this Agreement or any intentional misconduct or negligence by the Consultant.
8. LIMITATION OF LIABILITY.
In no event will the Company be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Agreement. The Company’s total cumulative liability in connection with this Agreement, whether in contract or otherwise, shall not exceed the aggregate amount of fees owed by the Company to the Consultant for Services performed under this Agreement.
9. SEVERABILITY.
The provisions of this Agreement are severable, and if one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
10. ENTIRE AGREEMENT.
This document contains the entire agreement between the Parties with respect to the subject matter hereof, and neither Party shall have any obligation, expressed or implied by law, with respect to the other Party’s trade secret or proprietary information except as set forth herein.
11. WAIVER.
Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor is any obligation waived, except by a writing signed by both parties hereto.
12. APPLICABLE LAW.
This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of [Governing Law] and subject to the exclusive jurisdiction of the courts in [Jurisdiction].
EXHIBIT – A
DESCRIPTION OF SERVICES
[Add Description of Services]
EXHIBIT – B
FEES AND CHARGES
[Add Fees and Charges]
ACCEPTANCE AND SIGNATURE.
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