Service Agreement

The Service Provider shall perform the following Services for the Client: .

The Service Provider shall complete the following deliverables and milestones, if any, by the dates stated: . The Services shall be performed at .

The Service Provider shall supply its own equipment, tools, materials and personnel needed to perform the Services, except for the following, which the Client shall supply: .

The following work is expressly outside the Services and is not covered by the fees in clause 2: . Either Party may request additional work; it becomes part of the Services, with an agreed additional fee, only once both Parties confirm it in writing.

In consideration of the Services, the Client shall pay the Service Provider . Fees are exclusive of value added tax, goods and services tax, sales tax and any similar tax, which the Client shall pay in addition where it applies.

The Service Provider shall invoice the Client . Each invoice is payable within of its date, by . The Client shall notify the Service Provider of any disputed item within of receiving the invoice, giving its reasons; undisputed amounts remain payable on the due date.

If an undisputed amount remains unpaid more than after its due date, the Service Provider may charge interest on the outstanding balance at and, on written notice, may suspend the Services until the account is settled. A suspension under this clause does not put the Service Provider in breach and extends any affected deliverable date by the length of the suspension.

The Client shall reimburse the Service Provider for reasonable out-of-pocket expenses necessarily incurred in performing the Services, limited to the following categories: , provided the Service Provider submits receipts or equivalent records with the invoice on which the expense appears.

This Agreement takes effect on and continues until , unless it is terminated earlier under this clause.

Either Party may terminate this Agreement for convenience on written notice. Either Party may terminate it immediately on written notice if the other commits a material breach that is not remedied within of written notice describing the breach, becomes insolvent, or ceases to carry on business. The Service Provider may also terminate immediately if an undisputed invoice remains unpaid after its due date.

On termination, the Client shall pay for all Services performed and reimbursable expenses incurred up to the termination date, including work in progress toward any fixed fee or milestone. Each Party shall promptly return the other's property, equipment and materials in its possession. Clauses 6, 7, 8, 9, 10 and 11 survive termination, together with any other provision that by its nature is intended to survive.

The Service Provider shall perform the Services in a professional and workmanlike manner, consistent with generally accepted standards in its industry, and in compliance with all laws, licenses, permits and regulations that apply to the Services.

The Service Provider warrants that it has the right and authority to enter into this Agreement, that the Services will conform to the description in clause 1, and that performing the Services will not infringe any third party's intellectual property or other rights.

The Client shall give the Service Provider timely access to the site, information, approvals and cooperation reasonably needed to perform the Services. The Service Provider is not liable for any delay or deficiency in the Services caused by the Client's failure to do so.

Except as expressly stated in this Agreement, the Services are provided without any other warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

The Service Provider is an independent contractor and not an employee, partner, agent or joint venturer of the Client. The Service Provider controls the manner and means by which the Services are performed, and is responsible for its own taxes, insurance and any statutory contributions arising from the fees paid under this Agreement. The Service Provider is not entitled to any employee benefit of the Client, and neither Party may bind the other or hold itself out as able to do so.

The Service Provider may engage a subcontractor to perform part of the Services with the Client's prior written consent, and remains responsible for that subcontractor's work and for its compliance with this Agreement.

Each Party may receive non-public information from the other in connection with this Agreement, in any form and whether or not marked confidential ("Confidential Information"). It includes the Client's business, pricing, customer and technical information, and the terms of this Agreement.

The receiving Party shall keep Confidential Information in confidence, use it only for the purposes of this Agreement, and disclose it only to personnel, subcontractors and professional advisers who need it and who are bound by obligations at least as protective as these. These obligations continue for after this Agreement ends. A Party may disclose Confidential Information where required by law or court order, and shall, where lawful and practicable, notify the other Party first. On request, or when this Agreement ends, each Party shall return or destroy the other's Confidential Information, except for copies it must retain by law or under its ordinary record-retention practices.

The obligations in this clause do not apply to information that the receiving Party can show:

1. was already lawfully known to it, without any duty of confidence, before the other Party disclosed it;

2. is or becomes public through no act or omission of the receiving Party;

3. is lawfully received from a third party who is free to disclose it; or

4. was independently developed by the receiving Party without reference to the Confidential Information.

"Deliverables" means any report, design, material or other work product the Service Provider prepares specifically for the Client as part of the Services. On payment in full of the fees to which they relate, the Service Provider assigns to the Client all right, title and interest in the Deliverables, and shall sign any document the Client reasonably requires to give effect to that assignment.

The Service Provider retains ownership of its own pre-existing tools, methods, equipment and know-how used to perform the Services ("Provider Materials"), including any improvement made to them during the engagement. Where Provider Materials are embedded in a Deliverable, the Service Provider grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of that Deliverable for the Client's own business purposes.

The Service Provider shall maintain, at its own expense and for the duration of this Agreement, the following insurance with a reputable insurer: .

On the Client's written request, the Service Provider shall provide a certificate of insurance evidencing the coverage required by this clause within of the request.

The Service Provider shall indemnify the Client against any loss, liability, damage, cost and reasonable legal expense the Client incurs arising from the Service Provider's negligence or wilful misconduct, from a breach by the Service Provider of clause 6, or from a claim that a Deliverable infringes a third party's intellectual property rights. This indemnity is subject in all respects to clause 10.

The Client shall indemnify the Service Provider against any loss, liability, damage, cost and reasonable legal expense the Service Provider incurs arising from the Client's negligence, wilful misconduct or breach of this Agreement, or from materials or instructions the Client supplies for use in the Services.

A Party seeking indemnity shall notify the other promptly on becoming aware of the claim, allow the indemnifying Party to control its defence and settlement, and give reasonable assistance at the indemnifying Party's expense. No settlement that imposes an obligation or admission on the indemnified Party may be agreed without that Party's written consent.

Neither Party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill, or any indirect or consequential loss, however arising, even if that loss was foreseeable or the Party was told it might occur.

Each Party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to .

Nothing in this Agreement limits or excludes either Party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, for a Party's wilful misconduct, or for any other liability that cannot lawfully be limited or excluded.

This Agreement, and any dispute or claim arising out of it or its subject matter, are governed by the laws of . The Parties submit to the exclusive jurisdiction of the courts of .

This Agreement is the entire agreement between the Parties about the Services and replaces any earlier proposal, quotation or understanding on that subject. Any purchase order or standard terms issued by the Client do not apply. This Agreement may only be amended in writing signed by both Parties.

Neither Party may assign this Agreement without the other's written consent, which shall not be unreasonably withheld, except that either Party may assign it to a successor of the business to which it relates.

Neither Party is liable for a failure or delay in performance caused by an event beyond its reasonable control, provided it notifies the other promptly and resumes performance as soon as it reasonably can. If any provision is held unenforceable, the remainder continues in force. A failure to enforce a provision is not a waiver of it. Notices must be given in writing to the addresses above or to an email address the Parties have used for the engagement. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one agreement.