General Service Agreement

GENERAL SERVICE AGREEMENT between Service Provider and Client.

BACKGROUND

  1. The Client is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Client.

  2. The Service Provider is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
     

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Service Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:


SERVICES PROVIDED

1. The Client hereby agrees to engage the Service Provider to provide the Client with the following services (the "Services"):

  • Executive Leadership Coaching
     

2. The Services will also include any other tasks which the Parties may agree on. The Service Provider hereby agrees to provide such Services to the Client.
 

TERM OF AGREEMENT

3. The term of this Agreement (the "Term") will begin on the date indicated on the quote/proposal and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

4. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide seven days' written notice to the other Party.

 

PERFORMANCE

5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.


CURRENCY

6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
 

COMPENSATION

7. The Service Provider will charge the Client for the Services as follows (the "Compensation"):

  • All prices indicated on the Quote/Proposal.

  • For in-person workshops, the minimum participants are 8. The maximum participants are 25.

8. Invoices submitted by the Service Provider to the Client are due within 30 days of receipt.

9. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Service Provider will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Service Provider.

REIMBURSEMENT OF EXPENSES

10. The Service Provider will be reimbursed from time to time for reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services.

11. Pre-approval is not required for expenses.

PENALTIES FOR LATE PAYMENT

12. Any late payments will trigger a fee of 2.00% per month on the amount still owing.

CONFIDENTIALITY

13. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

14. The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Service Provider has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

15. All written and oral information and material disclosed or provided by the Client to the Service Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Service Provider.

 

OWNERSHIP OF INTELLECTUAL PROPERTY

16. All intellectual property and related material (the "Intellectual Property") that is delivered under this Agreement, will be the property of the Service Provider. The Client is granted a non-exclusive limited-use license of this Intellectual Property.

17. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Service Provider.

 

RETURN OF PROPERTY

18. Upon the expiration or termination of this Agreement, the Service Provider will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

19. In the event that this Agreement is terminated by the Client prior to completion of the Services the Service Provider will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Service Provider or, where agreed between the Parties, to compensation in lieu of recovery.

CAPACITY/INDEPENDENT SERVICE PROVIDER

20. In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent Service Provider and not as an employee. The Service Provider and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Service Provider during the Term. The Service Provider is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Service Provider under this Agreement.

 

RIGHT OF SUBSTITUTION

21. Except as otherwise provided in this Agreement, the Service Provider may, at the Service Provider's absolute discretion, engage a third party sub-Service Provider to perform some or all of the obligations of the Service Provider under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

22. In the event that the Service Provider hires a sub-Service Provider:

  • the Service Provider will pay the sub-Service Provider for its services and the Compensation will remain payable by the Client to the Service Provider.

  • for the purposes of the indemnification clause of this Agreement, the sub-Service Provider is an agent of the Service Provider.

 

AUTONOMY

23. Except as otherwise provided in this Agreement, the Service Provider will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Service Provider will work autonomously and not at the direction of the Client. However, the Service Provider will be responsive to the reasonable needs and concerns of the Client.

 

EQUIPMENT

24. Except as otherwise provided in this Agreement, the Service Provider will provide at the Service Provider’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

25. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

NOTICE

26. 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 at the addresses indicated on the quote/proposal or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

 

INDEMNIFICATION

27. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

 

ADDITIONAL CLAUSE

 

 28. If the Client cancels after the 7-day cancellation policy, the Client must pay 50% of the minimum 8 attendee minimum workshop requirement and any pre-paid travel expenses incurred.

 

MODIFICATION OF AGREEMENT

29. 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 OF THE ESSENCE

30. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

 

ASSIGNMENT

31. 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 Client.

 

ENTIRE AGREEMENT

32. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

 

ENUREMENT

33. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

 

GOVERNING LAW

34. This Agreement will be governed by and construed in accordance with the laws of the State where the services are rendered.

35. 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.

 

WAIVER

36. 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.

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