This SERVICE CONTRACT (this “Agreement” or this “Service Contract”), effective as of date signed, is made and entered into by and between the name and information listed (hereinafter the “Customer”), and Jonathan Fisher of Fisher Family Serivces, with a registered address located
at 11030 Pierce Lake Rd. (hereinafter the “Contractor”).
Whereas, Contractor and Customer desire to enter into a relationship
in which Contractor will provide description of services.
Now, therefore, in consideration of the premises, and of the mutual promises and undertakings herein contained, the parties, intending
to be legally bound, do hereby agree as follows:
For purposes of this Agreement, the following terms shall have the following meanings:
a. “Services” means any and all services specified in the Statement of Work (as defined below).
b. “Deliverables” means any tangible property delivered to Customer under this Service Contract, as specified in the Statement of Work.
c. “Project” means the combination of Services and Deliverables to be provided under this Agreement.
2. Statement of work
Contractor shall perform and deliver the Project as set forth in the Statement of Work issued against and subject to the terms and conditions of this Agreement.
The work which Contractor shall perform shall be specified in the Statement of Work–attached hereto as Attachment A–which will be written under the terms and conditions of this Agreement. The Statement of Work shall specify: (i) description of Services and Deliverables, (ii) schedule for Deliverables, and (iii) price and payment schedule.
The term of this Agreement shall commence on date, and shall continue thereafter until terminated in writing by one of the parties, or as provided in Section 11 below.
4. Terms of Payment
[A] Price. 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 hereto referencing this Agreement.
[B] Payment. Customer will receive invoices based upon the billing/payment schedule contained in the applicable Statement of Work. Invoices will contain a description of the Services or Deliverables provided. Payment is due at completion.
The Deliverables, if any, shall be deemed accepted by Customer upon completion of work specified in the Statement of Work
6. Limitation of liability
The total liability of Contractor to Customer from any cause whatsoever, will be limited to the lesser of Customer’s actual damages or the Project price paid to Contractor for those Services and Deliverables in a Project that are the subject of Customer’s claim.
In no event will either party be liable for SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, including but not limited to loss of profits, revenues, data or power, damage to or loss of the use of products, damage to property, claims of third parties, including personal injury or death, suffered as a result of provision of Services or use of Deliverables.
Time for Claims. 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.
Customer agrees to indemnify and hold Contractor harmless against all claims, liabilities, demands, damages, or expenses (including attorneys’ fees and expenses) arising out of or in connection with Customer’s use of the Deliverables.
8. Force Majeure
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.
Customer reserves the right to terminate a Project in whole or in part before work begins. If the project is terminated prior date of work the deposit will be returned no later than 10 working days after notification. If the project is terminated after equipment is loaded and contractor is in route, the Contractor shall use its best effort to figure expenses for time and materials that will be taken out of the project deposit. The balance of the deposit will be returned to the customer within 10 business days.
Contractor may use Customer’s name or mark and identify Customer as a client
of Contractor, on Contractor’s website and/or marketing materials. Contractor may issue a press release, containing Customer’s name, related to any award under this Agreement.
Neither party will use the other party’s name or marks, refer to or identify the other party for any other reason, except as established in this section, without such other party’s written approval. Any approval required under this Section shall not be unreasonably withheld or delayed by either party.
Contractor may, at its option, subcontract work under a Statement of Work but Contractor’s use of subcontractors shall not affect its responsibilities under the applicable Statement of Work. Moreover, Contractor shall be fully responsible for work done by its subcontractors within the scope of the applicable Statement of Work as it is for work done by its own employees.
12. General Terms
a. This Service Contract shall be deemed to have been made, executed and delivered
in the State of state and shall be construed in accordance with the laws of the State
b. Notices. Notices to be given by either party under this Agreement shall be sent
by certified mail, express overnight delivery, or telecopy to the attention of the other
party at the addresses of the parties as first set forth above.c. SEVERABILITY AND ASSIGNMENT. The invalidity or unenforceability, in whole or in part, of any provision in this Agreement shall not affect in any way the remainder of the provisions herein. This Agreement may not be assigned by Customer without Contractor’s consent.
d. Entire agreement. This Agreement, together with any other materials referenced in or expressly made a part of the Agreement, constitutes the final and entire Agreement between Contractor and Customer and supersedes all prior and contemporary agreements, oral or written.
e. Counterparts. The Parties hereto agree that facsimile signatures shall be as effective as if originals. This Agreement may be executed via facsimile in any number of counterparts, all of which taken together shall constitute one and the same agreement.