General Service Agreement
THIS GENERAL SERVICE AGREEMENT (the "Agreement") BETWEEN: , , (the "Client") and Organic IT, 9 Tullymally Road, Portaferry, BT22 1JX (the "Service Provider")
The Service Provider agrees to provide 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 out 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:
The Client hereby agrees to engage the Service Provider to provide the Client with the following services (the "Services"):
TERM OF AGREEMENT
The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the other Party.
In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
This Agreement may be terminated at any time by mutual agreement of the Parties.
Except as otherwise provided in this Agreement, the obligations of the Service Provider will end upon the termination of this Agreement.
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
The Service Provider will charge the Client for the Services at the rate described in the Payment Schedule Agreement at Appendix A per calendar month (the "Payment").
The Client will be invoiced every calendar month.
The Client will pay all Invoices submitted by the Service Provider to the Client within 30 days of receipt.
The Service Provider will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Service Provider will indemnify the Client in respect of any such payments required to be made by the Client.
The Service Provider will be solely responsible for the payment of all remuneration and benefits due to the employees of the Service Provider, including any National Insurance, income tax and any other form of taxation or social security costs.
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 that are 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.
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 authorised by the Client or as required by law. The obligations of confidentiality will apply.
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
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will remain the property of the Service Provider until such times as the final payment of the ‘Initial payment period’ referred to in the Payment Schedule Agreement at Appendix A of this Agreement has been made by the Client and received by the Service Provider. Thereafter, the ownership of Intellectual Property provided under this Agreement shall revert to the Client and the use of same by the Client will not be restricted in any manner.
RETURN OF PROPERTY
Upon the expiry 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.
CAPACITY/INDEPENDENT SERVICE PROVIDER
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.
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 following addresses:
Client: As above.
Service Provider: Organic IT, 9 Tullymally Road, Portaferry, BT22 1JX.
or to such other address as either Party may from time to time notify the other.
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.
MODIFICATION OF AGREEMENT
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 authorised representative of each Party.
TIME OF THE ESSENCE
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 Client.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
This Agreement will be governed by and construed in accordance with the laws of Northern Ireland.
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.
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Document Name: Service Agreement
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