The Service Provider and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:.
In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of New South Wales.
The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of New South Wales. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
The Service Provider will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of New South Wales, without regard to the jurisdiction in which any action or special proceeding may be instituted.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. This is version 2 , from 3 years ago. Suggest changes by making a copy of this document. Your changes were successfully saved. The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer.
The Service Provider is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement. Term of Agreement 3. The Compensation will be payable upon completion of the Services. Provision of Extras Reimbursement of Expenses The term of this Agreement shall commence on 11.09.2018, and shall continue thereafter until terminated in writing by one of the parties, or as provided in Section 11 below.
Projects will be performed on a firm fixed price basis or a time and materials basis, as indicated in the applicable Statement of Work. Any additional or unscheduled Services or Deliverables to be provided by Contractor outside of the Statement of Work must be mutually agreed upon in writing signed by both parties hereto referencing this Agreement.
Invoices will contain a description of the Services or Deliverables provided. Contractor reserves a purchase money security interest in each Deliverable until payment of the Project Price is received. Except for commercial off-the-shelf type products where the license for such products is contained in the applicable Statement of Work, Customer shall have exclusive unlimited ownership rights to all deliverables developed under this Agreement. All of the foregoing shall be deemed to be work made for hire, except as hereafter specified, and belong to Customer, with Customer having the sole right to obtain, hold, and renew, in its own name or for its own benefit, patents, copyrights, registrations, or other appropriate protection.
Customer acknowledges that Contractor uses, or may develop hereunder, methods, concepts, code sequences, format, sequence structure, organization, menu command hierarchy, templates, masks, user interface, techniques, program organization, database structuring techniques, and the like Contractor proprietary items that are proprietary to Contractor.
It is agreed that these Contractor proprietary items shall remain the sole and exclusive property of Contractor. Contractor grants Customer a perpetual, non-exclusive, paid-up license to use Contractor proprietary items subject to the following:.
Customer may use Contractor proprietary items solely in connection with the products purchased hereunder, for the purpose for which those products were originally purchased. Customer may not transfer, sell, or otherwise dispose of any Contractor proprietary items without the prior written consent of Contractor.
This license gives no title or ownership rights in Contractor proprietary items or related intellectual property to Customer. If software source code is delivered to Customer under this license, Customer agrees to keep the source code strictly confidential in accordance with Section 13 below.
If software object code is delivered, Customer will not copy or modify the software or subject the software to any process intended to create computer source code from Contractor proprietary items. Customer agrees to retain or reproduce on all copies of any Contractor proprietary items all copyright notices and other proprietary legends and all trademarks or service marks of Contractor or any third party.
Customer will have no rights to assign or sell the license granted herein to others. If Customer orders any commercial off-the-shelf type products, a separate licensing agreement shall be negotiated and shall become part of the applicable Statement of Work. Customer grants Contractor a perpetual non-exclusive, paid-up license to use all portions of the deliverables first developed by Contractor during the performance of this Agreement, not to include content or any material provided to Contractor by Customer.
The Deliverables, if any, shall be deemed accepted by Customer upon completion of the following acceptance test:. Immediately upon receipt of said Deliverables, Customer shall promptly perform testing of the Deliverables to confirm that the Deliverables perform in accordance with the documentation or other standards applicable thereto as set forth in the Statement of Work.
Unless otherwise agreed to in writing by the parties, Contractor will redeliver corrected Deliverables to Customer within a reasonable amount of time after receipt of such statement of nonconformities. Following redelivery of corrected Deliverables, a new acceptance test shall be immediately commenced by Customer. Any such written statement of nonconformities shall provide sufficient detail to enable Contractor to remedy the failure to conform to the Completion Criteria.
If Customer fails to provide a written acceptance or a written statement of nonconformities within five 5 days of initial receipt of said Deliverables or such other mutually acceptable period as defined in the applicable Statement of Work, or within five 5 days of re-delivery of said corrected Deliverables or such other mutually acceptable period, the Deliverables shall be deemed immediately accepted by Customer.
Feel free to use the above as a starting point to craft an acceptance test suitable for the work you are providing. Contractor warrants deliverable functionality substantially as defined in the Statement of Work for a period of [NUMBER] days following final delivery.
Contractor warrants that with respect to any Deliverable assigned by Contractor to Customer that Contractor has the right to transfer title to Customer. Contractor further warrants that to its knowledge the Deliverables do not infringe any intellectual property right held by a third party. In order for Customer to exercise this remedy, Customer must give Contractor written notice of such nonconformity within the warranty period, and Contractor must determine that any nonconformity did not arise due to any cause specified below.
Contractor shall be given free and full access to deliverables to make corrections, and Customer shall promptly inform Contractor of any changes in the location of Deliverables during the warranty period. Repair of damage to Deliverables caused by Customer during unpacking. Contractor expressly does not warrant that the operation of Deliverables which are software shall be uninterrupted or error-free; or that Deliverables will operate on any system, or with any software, other than the system with which the Contractor tested such Deliverables.
Contractor does not warrant any third-party software development tools. Contractor specifically does not warrant the accuracy of any technical or subject matter content of the courseware or software that is based upon information or direction provided by Customer. All claims against Contractor must be brought within one 1 year after the cause of action arises and Customer waives any statute of limitations which might apply by operation of law or otherwise. Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to failure of performance by the other party, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, or power failure.
In the event of such delay, the date of delivery or time of completion will be extended by a period of time reasonably necessary to overcome the effect of any such delay. In the event the Project is terminated by Customer prior to completion, Contractor shall use its best efforts to conclude or transfer the Project, as directed by Customer, as expeditiously as possible.
Contractor shall not undertake further work, incur additional expenses, or enter into further commitments with regard to the Project after receiving such notice of termination from Customer, except as mutually agreed upon by the parties.
In the event of termination of a Project as described above, Contractor shall be entitled to compensation as follows:.
This Service Agreement Template governs the relationship between the customer & the service provider & establishes key details, such as scope of work & payment.
Sample Service Agreement More than just a template, our step-by-step interview process makes it easy to create a Service Agreement. Save, sign, print, and download your document when you are done.
TidyForm provides a large number of free and hand-picked Service Agreement Template, which can be used for small, medium and large-sized enterprises. You can find practical, colorful files in Word, Excel, PowerPoint and PDF formats. A Service Agreement, also sometimes called a General Services Agreement, is a document between a service provider and a client. In a Service Agreement, the service provider agrees to provide certain services - these can be any type of services, from small, individual-oriented services like dog walking to larger, more professional /5().
Customize a free Service Agreement for yourself, a corporation, or a small business with our easy-to-follow questionnaire. A Service Agreement outlines the terms of a service or job provided by one party in exchange for compensation, and can be used in industries from construction to technology. Available in all states. Like a business proposal template, this sample service contract template outlines the agreed upon services to be provided.