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:
The Company wishes to engage the Services of a Consultant to utilize their expertise in the field of Consulting Field.
This Agreement shall begin on Effective Date and continue for Agreement Term. Either Party may terminate this Agreement for any reason with Termination Notice Period in Days day(s) written notice to the other Party.
The Consultant agrees that they shall provide their expertise to the Company for all tasks pertaining to the scope of the Services as set forth in the Scope of Work in Exhibit A.
The Consultant’s relationship with the Company will be that of an independent contractor and not that of an employee. The Consultant shall not be eligible to participate in any of the Company’s employee benefit programs, group insurance arrangements, or similar programs. Nor will the Company make deductions from payments made to the Consultant for employment of income taxes, all of which will be the Consultant’s responsibility. The Consultant will have no authority to enter into contracts that bind the Company or create obligations on behalf of the Company without the prior written authorization of the Company.
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.
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.
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.
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.
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.
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.
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.
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.
DESCRIPTION OF SERVICES
Add Description of Services
FEES AND CHARGES
Add Fees and Charges
IN WITNESS WHEREOF, by execution by the Parties below, this Services Agreement will form a part of the Contract.
Client Company Name
Consultant Company Name
Name:
Name:
Signature:
Signature:
Date:
Date: