SERVICE AGREEMENT – Global Networking Connections
This Service Agreement (this “Agreement”) is made by and between Client (“Client”), and International Relations Group, a District of Columbia limited liability company, having its principal place of business in Washington, DC, United States of America 20009 (“Service Provider”).
Client desires to have Service Provider perform Global Networking consulting services for Client and Service Provider desires to perform such services for Client, subject to and in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, the parties duly and legally agree as follows:
1.1 Performance of Services. Service Provider will perform the consulting services (“Services”) described in detail in this Agreement (“Statement of Work”) in accordance with the terms and conditions of this Agreement.
1.2 Payment. Client will pay Service Provider the set fee (“Fee”) for each Global Networking Connection that Service Provider makes for the Client, in accordance with the provisions, including payment terms, as part of this Agreement.
2. RELATIONSHIP OF PARTIES.
2.1 Consultant. Service Provider is a consultant and is not an agent or employee of, and has no authority to bind, Client by contract or otherwise. Service Provider will perform the Services under this Agreement, and Service Provider will determine, in Service Provider’s sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that Service Provider will at all times comply with applicable law. Client has no right or authority to control the manner or means by which the Services are conducted and accomplished.
2.2 Employment Taxes and Benefits. Service Provider shall be solely responsible for paying all applicable taxes on any compensation received from Client pursuant to this Agreement. Service Provider will not be entitled to receive any vacation or illness payments or to participate in any plans, arrangements, or distributions by Client pertaining to any bonus, stock option, profit sharing, insurance or similar benefits for Client’s employees.
3. INTELLECTUAL PROPERTY RIGHTS.
3.1 Intellectual Property Rights. Service Provider and Client agree that, to the fullest extent legally and ethically possible, both parties will protect the others’ intellectual and propriety rights (collectively, “Intellectual Property Rights”).
4. CONFIDENTIAL INFORMATION. For purposes of this Agreement, (“Confidential Information”) means and will include: (i) any information, materials regarding Client or Service Provider’s business, financial condition, programming techniques, customers, suppliers, technology, or research and development that is disclosed to either party or to which either party has access to in connection with this Agreement; (i) the identities of Client or Service Provider’s clients, unless agreed upon in this Agreement; and (ii) the existence and terms and conditions of this Agreement. Confidential Information also includes all tangible or written materials containing, including without limitation, written or printed documents, email correspondence and attachments, cell phone text messages, electronic files, and computer disks, whether machine or user readable. Confidential Information will not include, however, any information that is or becomes part of the public domain through no fault of either party or that either party regularly gives to third parties without restrictions on use or disclosure. Client and Service Provider agree to hold all Confidential Information in strict confidence, and not to disclose it to others for the term of this Agreement. Client and Service Provider both agree to take all action reasonably necessary to protect the confidentiality of all Confidential Information including, without limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information.
5.1 Competitive Activities. As is the Service Provider’s business and business model, Service Provider may directly engage in business with and provide Services to Client’s clients and competitors simultaneously during and after the term of this Agreement.
6. INDEMNIFICATION. Client will indemnify and hold harmless Service Provider and their respective officers, agents, and employees from any and all liabilities, claims, damages, demands, theory of tort, causes of action, losses and expenses, including court costs and attorney’s fees, resulting from or arising out of Service Provider’s performance of its duties hereunder or in any way relating to this Agreement.
6.1 Results of Services. Client will indemnify and hold harmless Service Provider and agrees Service Provider cannot be held liable,responsible, accountable, or at fault for any and all results or resulting actions from Services that Service Provider provides Client, its clients, or third parties during the term of this Agreement and following termination thereof.
7. TERM AND TERMINATION.
7.1 Term. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect indefinitely.
7.2 Termination for Breach. Either party may terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within ten (10) days following written notice thereof from the non-breaching party.
7.3 Effect of Termination. Upon the expiration or any termination of this Agreement, Client will pay Service Provider any amounts that are due and payable under Section 1.2 for Services performed by Service Provider prior to the effective date of expiration or termination.
7.4 Survival. The provisions of Sections 2.2, 3, 4, 6, 7.4, 7.5 and 8 will survive the expiration or termination of this Agreement.
8.1 No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by Client or Service Provider of any of their remedies under this Agreement will be without prejudice to its other remedies under this Agreement or available at law or in equity.
8.2 Assignment. Service Provider may not assign or transfer any of Service Provider’s rights or delegate any of Service Provider’s obligations under this Agreement, in whole or in part, without Client’s expressed prior written consent. Any attempted assignment, transfer or delegation, without such consent, will be void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties permitted successors.
8.3 Attorneys’ Fees. If any action is necessary to enforce only the terms of this Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled.
8.4 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the District of Columbia, United States of America excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in federal court or state court located in the District of Columbia, United States of America and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
8.5 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
8.6 Notices. All notices required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices will be sent to the addresses set forth above or to such other address as may be specified by either party to the other in accordance with this Section.
8.7 Entire Agreement. This Agreement, together with the Statement of Work, constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. In the event of a conflict, the terms and conditions of the Statement of Work will take precedence over the terms and conditions of this Agreement. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.
8.8 Waiver. The waiver of any breach of any provision of this Agreement will not constitute a waiver of any subsequent breach of the same other provisions hereof.
8.9 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.