Draft Progress

When will this Agreement become effective?

The effective date should be a date that precedes disclosure of confidential information. Tell me more.


This Services Agreement is made on the date of last signature set out below between:
(1)    _________________________________________ (hereinafter referred to as “Company”), of registered address ______________________________________, _______________________________________ and
(1)    ___________________________________ (hereinafter referred to as the “Client”) of address, _________________________, __________________________________, _____________________. 
(Individually referred to as a “Party” and collectively referred to as the (“Parties”)
Definitions and Interpretation
In the Contract, the following words are defined: 
Contract    the Contract set out in this document including any agreed written amendments.
Commencement Date    Services will be provided by Company to the Client on ___________________________;
Intellectual Property    all existing or future intellectual and industrial property rights anywhere in the world including any invention, patent, utility model right, copyright and related right, trademark, trade name, internet domain name, design right, design, service mark, database right, topography right, right in get-up, rights in goodwill or to sue for passing-off and any other right of a similar nature whether registered (or capable of registration), and the right to apply for any of these.
Services    The services, which are set out and described in the schedule to this Contract and (b) any other services agreed between the parties.   
Term    the term of this Contract.
Services    shall mean all the services stipulated under Schedule A Scope of Work.
Schedule A    Stipulates the Scope of Work (SOW), which stipulates the requested services by the Client; in addition to the payment terms, that must be provided in consideration of services provided by Company.
Schedule B    Specifies the terms and commitment of the service that will be provided by Company.
 1. In the Contract, unless the opposite is clear from the context: 
(a)     all singular words include plural ones and vice versa;
(b)     all references to paragraphs, schedules or appendices are to the ones in the Contract;
(c)     all references to a person include firms, companies, government entities, trusts, and partnerships;
(d)     the term ‘including’ does not exclude anything not listed;
(e)     all references to statutory provisions include any changes to those provisions;
(f)     the headings are not part of the Contract.
 2. From the Commencement Date, acting through the Client, Company will perform the Services as requested by the Client. Company must (where appropriate) procure that the Client will): 
(a)     spend as much time as necessary to perform the Services properly unless prevented by illness or injury (which it must notify the Client as soon as reasonably practicable, and no fee shall be payable during any time period when the Services are not being provided to the Client);
(b)     perform the Services using reasonable care and skill and to the best of its and the Client’s abilities; 
(c)     procure that the Client commits no act or omission that if done or omitted by Company would be in breach of this Contract;
 3. During the Term, Company reserves the right to work for or be involved in any other business or undertaking as long as doing so do does not create a conflict of interest or interfere with the Services.  
 4. Company is the rightful owner of the ______________________. {Product} Company will be entitled to grant the Client an exclusive license to use the _____________________. {Product} Company shall retain the title to the _____________________. {Product} 
 5. For good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), including, without limitation, the License Fee set forth above and the Client affording Company the opportunity for the _____________________ {Product} to be considered to be included in the development, Company hereby grants to the Client, the exclusive, worldwide right and license to use the _____________________ {Product} in the Production for the purposes and in the manner set forth herein. Company’s Intellectual Property. “_____________________{Product} Intellectual Property” shall mean, collectively, all trademarks, trade names, copyrights, screenshots, information, and other intellectual property rights which Company may now or hereafter own or control with respect to the _____________________. {Product}
 6. Company may grant sublicenses (including the right to grant further sublicenses) under the non-exclusive license it receives under this Agreement, to any of its Affiliates or any Third Party without the prior written consent of the Client, provided that the agreement between Company and the third party shall be consistent with the terms and conditions of this Agreement.
 7. The Client shall be required to pay Company within thirty (30) days. If the Client submits payment within ten (10) days. The Client is responsible for all additional expenses that may not have been anticipated by Company while performing the Services, except if the Parties agree otherwise in writing in advance of any specific expenses being incurred.
 8. This Agreement begins on the Commencement Date and ends when either Party gives at least 30 days advance notice in writing that they wish to terminate it or when one of the grounds for immediate termination set out in this clause applies.
 9. Company can terminate this Agreement immediately without notice or payment of any compensation if the Client: 
(a)     commits any fundamental breach of this Agreement;
(b)    is a company and is dissolved or stops conducting substantially all of its business or cannot pay its debts as they fall due, or a receiver is appointed over any of its property or assets, or it is subject to an administration order or goes into liquidation; or
Confidential Information
 10. During the Term, Company may have access to confidential information about the Client and its business(es) which will be deemed to include any documents and information whether written, electronic or otherwise, which is non-public information concerning the Client’s: plans and strategies, trade secrets including technical data and know-how, business transactions, affairs, suppliers, licensors, clients, agents, distributors, management, contractors or other business contacts including, without limitation, lists of, identities of, contact details of and requirements of such persons, special prices or special contract terms offered to or by or agreed with such persons, intellectual property, existing and planned goods, services and their components and any underlying technology or proprietary materials, product lines, computer and communications systems, source codes and software;
 11. During and after the Term, the Parties must not disclose or allow the use or disclosure of any such confidential information without the Client’s prior written consent, except: 
(a)     as necessary to properly perform the Services for the Client;
(b)     where required by law, court order or any governmental or regulatory body;
(c)     to any of its employees, officers, subcontractors, representatives or advisers who need to know the information in order to discharge its obligations under the Contract and agree only to use the information for that purpose and not to cause or allow disclosure of that information; 
(d)     where the information was available or known to it on a non-confidential basis before being disclosed under this Agreement.
 12. As soon as either this Agreement ends, however, that happens, the Parties agree to:
(a)     return to the other Party all materials, equipment, property, and documents that it or the Party has or controls that either belongs to or relate to the Client or its business or clients;
(b)     delete any such property and information from any electronic device which belongs to Company or the Client.
 13. The Client may have access to the confidential information of Company or the Representative included in the first clause in this section on Confidential Information and the Client agrees not to use or disclose or allow the use or disclosure of any such confidential information without Company’s prior written consent apart from if the second clause in this section on Confidential Information applies.
Indemnification and Limited Liability
 14. Company shall not be liable and shall not indemnify the Client for any loss, liability, costs (including reasonable professional costs), damages or expenses arising from any breach by Company, or a substitute engaged by Company of the terms of this Agreement including any negligent or reckless act, omission or default of providing the Services. 
 15. If Company’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, sub-contractors, or employees, Company shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay. Nothing in this Agreement limits or excludes either party's liability for: 
(a)    death or personal injury caused by its negligence;
(b)    fraud or fraudulent misrepresentation; or
(c)    any other liability which cannot be limited or excluded by the applicable 
 16. Company shall not have any liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract for: 
(a)    loss of agreement or contracts;
(b)    loss of anticipated savings;
(c)    loss of or damage to goodwill;
 17. Company represents and warrants that it does does not have any obligation which would in any way restrict or prohibit it or him from complying with this Agreement; and
 18. The total liability of Company under this Agreement is capped at 50 % of the total amount paid and payable under this Agreement by the Client, however, it may arise, including for: 
(a)     the acts or omissions of the Client or any Consultant's other employees, agents, consultants or subcontractors;
(b)     any representation, statement or negligent act or omission affecting this Agreement.
 19. All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement unless otherwise stated in this Agreement, to the fullest extent permitted by law.
Circumstances beyond the control of the parties
 20. A party to this Agreement shall not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. In these circumstances, the affected party must notify the other party or parties as soon as reasonably practicable. The notified party or parties may suspend or terminate this Agreement on notice, taking effect immediately upon delivery of the notice.
Entire Agreement 
 21. This Agreement contains the entire agreement between the Parties relating to its subject matter and supersedes all prior discussions, arrangements, warranties, representations, assurances or contracts that might have taken place, orally or in writing in relation to this Agreement. Both parties acknowledge that they enter this Agreement without reliance on anything previously discussed and not set out in this Agreement and that they have no right to claim for innocent or negligent misrepresentation based on anything in this Agreement. Nothing in this clause excludes or limits liability for fraud.
 22. No Party may assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other Party or Parties, such consent not to be unreasonably withheld.
 23. No variation to this Agreement shall be valid or binding unless it is recorded in writing and signed by or on behalf of the Parties.
 24. This Agreement may be executed in any number of counterparts, each of which, when executed, is a duplicate original, but all the counterparts together form one Contract. 
 25. If any court or competent authority finds that any provision (or part) of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted and the validity and enforceability of the other provisions of this Agreement shall not be affected.
 26. Any notice to be delivered under this Agreement must be in writing and delivered by pre-paid first-class post to or left by hand delivery at the registered address or place of business of the notified Party or sent by email to the other Party’s main business email address as notified to the sending Party.
Governing Law and Jurisdiction
 27. The interpretation and enforcement of this Agreement shall be governed according to the laws of the State of _______________________ (excluding its choice of law rules.)   The Federal and State courts of ___________________ will have exclusive jurisdiction over all such actions. In any such action, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorney’s fees. The terms of this section will survive any termination of this Agreement.
The Parties have signed this Agreement on the day(s) and year set out below:
Executed by the Owner on behalf of Company:

Name: ________________________

Sign: ________________________

Date: ________________________
Executed by the Client:

Name: ______________________

Sign: _______________________

Date: _______________________


THIS SCOPE OF WORK (the “SOW”) is entered into on the specified date below by Company and the Client pursuant to the terms of the Service Agreement, dated as of the Effective Date between Company and Client. 
1.    Services. The Services outlined in this SOW reflect the initial understanding of Client’s desired services. Company shall provide the following Services to the Client: 

(a)    ______________________________________________________;
(b)    ______________________________________________________;
(c)    ______________________________________________________; 

2.    Total Price: The Client shall be required to pay to Company in the sum of:  

•    $______________________.00 per month (“Service Charge”);

Payment must be made via Cheque made payable to ______________________, {Company Name} or Bank Wire transfer payment must be wired to the following:

•    Bank Name: ______________________________
Account Name: ____________________________ {Company Name}
Account Number: __________________________
   SWIFT/IBAN: ____________________________
For any desired changes to the SOW, the Client hereby understands that the initial fees quoted shall be subject to change without notice. All payment must be made within thirty (30) days of the Services provided by Company. 
(a)    If payment is not received within 30 calendar days of the applicable due date, Company shall reserve the right to charge a 2% late fee on the sum payable each week until paid by the Client. 
(b)    Failure to pay the total on an invoice within thirty (30) days shall result in a breach of contract, and Company shall reserve the right to seek immediate legal action against the Client for the unpaid invoice.  
(c)    Company is not responsible for failure on the part of the Client to acquire any of the required equipment, accessories and software required to carry out the desired services, in a timely manner and shall not be liable for any losses or additional fees incurred by the Client as a result of any such failure.