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This Services Agreement (the “Agreement” or “Services Agreement”) is made effective as of the date of the last signature below by and between
Idea Trek, a Delaware liability company ("Services Provider"), and the entity executing this Agreement below ("Client") (Services Provider or Client may be referred to as a "Party" and collectively as "Parties")
who agrees to be bound by this bound by this Agreement
WHEREAS Idea Trek LLC offers services described in the Agreement; and WHEREAS, the Client desires to retain the services of Idea Trek LLC to render services with regards to support of client’s business growth efforts according to the terms and conditions herein.
NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties hereto, the Services Provider and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on the date of the last signature below Service Provider will provide to Client the services describes in the attached Exhibit A (collectively the "Services").
2. PAYMENT. Payment shall be made upon execution of this Agreement to the Services Provider by the Client.
(the "Services Fee" in Exhibit A).
In addition to any other right or remedy provided by law, if the Client fails to pay for the Services when due, Services Provider has the option to trat such failure to pay as a material breach of this Agreement, and may cancel the Agreement and/or seek legal remedies.
3. TERM. This Agreement will terminate automatically upon completion by the Services Provider of the Services required by this Agreement.
4. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products or other information (collectively the "Work Product") developed in whole or in part by Provider in connection with the Services will be the exclusive property of the Client. Upon request, Services Provider will execute, within a reasonable period of time, all documents necessary to confirm or perfect the exclusive ownership of Client to the Work Product.
5. CONFIDENTIALITY. Service Provider, and its employees, agents, or representatives will not at any time or in any manner either directly or indirectly, user for the personal benefit of Services Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to Client. Services Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. Any oral or written waiver by Client of these confidentiality obligations which allows Services Provider to disclose Client's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
Upon termination of this Agreement, Services Provider will return to Client all records, notes, documentation and other items that were used, created, or controlled by Services Provider during the term of this Agreement.
6. INDEMNIFICATION. The Client agrees to indemnify, defend, and protect the Services Provider from and against all lawsuits and costs of every kind pertaining to the Client’s business including reasonable legal fees due to any act or failure to act by the Services Provider based upon the services provided, except when any lawsuits or costs are a direct result of the Services Provider’s own malicious acts.
7. WARRANTY. Services Provider shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Provider's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Services Provider on similar projects.
8. DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:
The failure to make a required payment when due.
The insolvency or bankruptcy of either party.
The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
The failure to make available or deliver the Services in the time and manner provided for in this Agreement.
9. ATTORNEY'S FEES AND COLLECTION COSTS. If there is a dispute relating to any provisions in this Agreement, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses incurred by the prevailing party in the dispute, including but not limited to all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.
10. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 20 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
11. FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosions, vandalism, storm or other similar occurrence, orders or acts of the military or civil authority, or by national emergency, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
12. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiation amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jursidiction.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
14. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
15. AMENDMENT. This Agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
16. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Delaware.
17. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the signature blocks below or to such other address as one party may have furnished to the other in writing.
18. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
19. ATTORNEY'S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court on appeal.
20. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.