The Client and the Service Provider are referred to individually as "Party" and collectively as the "Parties."

This Service Contract (the “Agreement”) is entered into and made effective upon signature by both Parties. (the “Effective Date”)

WHEREAS, the Client wishes to retain the Services (as defined below) of the Service Provider;

WHEREAS, the Service Provider has the skills, qualifications, and expertise required to provide the Services to the Client;

WHEREAS, the Service Provider wishes to render such Services to the Client.

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

1. DEFINITIONS: As used in this Agreement:
   
   1. "Services" shall be used to refer to the following specific services that the Service Provider will provide to the Client under the terms and conditions set forth herein: Service definition
      
   2. "Commencement Date" shall be used to refer to the date the Service Provider begins work on the Services for the Client. The Commencement Date shall be Commencement date
      
   3. Completion Date" shall be used to refer to the date that the Service Provider will complete or cease the provision of Services to the Client. The Completion Date will be Completion date
      
   4. "Key Dates" shall be used to refer to specific dates during the time period that the Services are being rendered that the Service Provider agrees to meet specific events or deadlines. The Key Dates will be as follows:
      
   5. "Fees" shall be used to refer to the payment the Client will pay to the Service Provider for the rendering of the Services. Specifically, the fees shall be as follows: Fee structure as a fee for all Services rendered.
      
   6. "Trade Secret Information" shall be defined specifically as any formula, process, method, pattern, design or other information that is not known or reasonably ascertainable by the public, consumers, or competitors through which, and because of such secrecy, an economic or commercial advantage can be achieved.
2. AGREEMENT: Subject to the terms and conditions of this Agreement, the Service Provider hereby agrees to render the Services to the Client, beginning on the Commencement Date and ending on the Completion date, along with meeting the specified Key Dates,, at the Location directed by the Client, as described below and the Client agrees to pay the Service Provider the Fees required for the Services.
3. LOCATION: the Service Provider will render the Services at the following location (hereinafter referred to as the "Location"): Service location
4. SUBCONTRACTORS: 
   
   1. The Service Provider shall be permitted to use subcontractors in the provision of Services to the Client. The Service Provider will need to receive prior approval from the Client for the use of a particular intended subcontractor. 
      
   2. The Service Provider shall be responsible for the work of a subcontractor whose work shall be undertaken to the same standard as required by this Agreement. 
5. FEES: The Client agrees to pay the Service Provider the required Fees, as outlined elsewhere in this Agreement, for the provision of the Services, subject to the following terms and conditions:
   1. The Service Provider will be entitled to invoice the client at the following time period: Payment frequency
      
   2. The Client shall have the following time period in which to pay the Service Provider's invoice: Payment terms
      
   3. The Service Provider will accept the following forms of payment: Accepted payment methods
      
   4. The Service Provider is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Services, including but not limited to traveling, photocopying, courier services and postage, subject to agreement from the Client.
      
   5. If the Client does not pay the invoiced and required amount by the date stated in the invoice or as otherwise provided for in this Agreement, the Service Provider shall be entitled to charge interest on the outstanding amount, require the Client to pay for the Services, or any remaining part of the Services, in advance; cease performance of the Services completely or until payment is made, at the Service Provider's sole and exclusive discretion.
      
   6. Tax Statement: Any and all charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by state or federal governments. Taxes imposed upon or required to be paid by the Client or the Service Provider shall be the sole and exclusive responsibility of each, respectively.
6. CLIENT OBLIGATION: During the provision of the Services, the Client hereby agrees to:
   1. Cooperate with the Service Provider for anything the Service Provider may reasonably require;
      
   2. Provide any information and/or documentation needed by the Service Provider relevant to the provision of Services or payment for the provision of Services;
      
   3. Require any staff or agents of the Client to cooperate with and assist the Service Provider as the Service Provider may need;
      
   4. Make available to the Service Provider, without fee or cost, any facilities, which may include, but are not limited to, a workspace, computer, or other physical equipment, the Service Provider may reasonably require.
7. INTELLECTUAL PROPERTY
   
   1. In accordance with the terms and conditions of this Agreement, the Service Provider may create certain intellectual property, including, but not limited to, plans, drawings, specifications, reports, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property as required to render the provision of Services to the Client. 
      
   2. Unless the Parties otherwise agree, any such intellectual property generated by the Service Provider in connection with the provision of Services to the Client shall belong to the Client. Any intellectual property provided by the Client to the Service Provider to assist in the provision of Services, that was not created by the Service Provider pursuant to this Agreement, shall belong to the Client.
8. CONFIDENTIALITY: 
   
   1. Each Party hereby acknowledges and agrees that they and the other Party each possess certain Confidential Information and may also possess Trade Secret Information (collectively the "Proprietary Information") regarding their business operations and development. The Parties agree that the Proprietary Information is secret and valuable to each of their respective businesses, and the Parties have entered into a business relationship, through which they will each have access to the other party's Proprietary Information. 
      
   2. Each Party desire to maintain the secret and private nature of any Proprietary Information given. The Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or finance or any other information which is confidential and commercially valuable to either of the Parties.
      
   3. Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.
      
   4. Confidential Information shall not mean any information which:
      
      • is known or available to the public at the time of disclosure
        
      • is already known, through legal means,;
        
      • Both Parties hereby agree they shall:
        
   5. Not disclose the Proprietary Information via any unauthorized means to any third parties throughout the duration of this  Agreement and the Parties' relationship with each other;
      
   6. Not disclose the Confidential Information via any unauthorized means to any third parties for a period of 3 (three) years  following the termination of this Agreement;
9. COMPETITION: During the course of this Agreement and for a period of Non-compete duration year following the termination of this Agreement, the Service Provider agrees to refrain from engaging, directly or indirectly, in any form of commercial competition.
10. WARRANTIES: The Service Provider represents and warrants that it will perform the Services using reasonable care and skill for a the Service Provider in their field and that any end products or materials given by the Service Provider to the Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any other right of any third party.
11. LIMITATION OF LIABILITY: Except in cases of death or personal injury caused by either Party's negligence, either Party's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to Fees paid by the Client to the Service Provider. To the extent it is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
12. INDEMNITY: the Client hereby agrees to indemnify the Service Provider, and all of the Service Provider's agents, employees, and representatives against any and all damage, liability, and loss, as well as legal fees and costs incurred as a result of the Services rendered this Agreement or any transaction or matter connected with the Services or the relationship between the Service Provider and client. 
13. TIME FOR PERFORMANCE: Time shall be of the essence for the performance by the Service Provider of its obligations under the Agreement. Any dates, periods or times for performance specified in the Agreement are to be met, and in default, the Service Provider will be in breach of the Agreement.
14. TERMINATION: This Agreement may be terminated by either Party, upon notice in writing:
    
    1. if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen [14] days or that should have been remedied within fourteen [14] days after a written request and was not;
       
    2. if the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform;
       
    3. This Agreement may be terminated by the Service Provider if the Client fails to pay any requisite Fees within seven [7] days after the date they are due. The Service Provider may terminate the Agreement immediately, with no notice period, in writing.
       
    4. If this Agreement is terminated before the expiration of its natural term, the Client hereby agrees to pay for all Services rendered up to the date of termination, and for any and all expenditure due for payment after the date of termination for commitments reasonably made and incurred by the Service Provider related to the rendering of Services prior to the date of termination.
15. RELATIONSHIP OF THE PARTIES: The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties and that this Agreement is for the sole and express purpose of the rendering of the specific Services by the Service Provider to the Client under the terms and conditions herein.
16. GENERAL PROVISIONS:
    
17. GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the state of Governing law and jurisdiction and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within the state of Governing law and jurisdiction. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.
    
18. LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the [English] language
    
19. ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by either Party.
    
20. AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
    
21. NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. 
    
22. SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
    
23. PUBLIC ANNOUNCEMENT: Neither Party will make any public announcement or disclosure about the existence of this Agreement or any of the terms herein without the prior written approval of the other Party.
    
24. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
    
25. HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
    
26. COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement.
    
27. FORCE MAJEURE: the Service Provider is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
    
28. NOTICES ELECTRONIC COMMUNICATIONS PERMITTED: i) Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or email, to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out below or other email address as that Party may from time to time notify to the other Party in accordance with this clause. The relevant contact information for the Parties is as follows: