Service Agreement

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1. PURPOSE OF THIS AGREEMENT

1.1 The purpose of this document is to formalise agreement for Services to be provided as listed in the Schedule.

1.2 You will be providing Confidential Information which is proprietary to enable the Services to be provided which I agree to keep confidential.

1.3 I agree to perform the Services, within the agreed timeframes, with due care and skill. Upon satisfactory completion of the Services, I will receive payment for these Services in accordance with the terms of this agreement and the Schedule.

1.4 Any intellectual property which may be developed, written or designed during the performance of the Services will belong to and reside with the Company. The Client will receive, upon full payment, an unconditional lifetime license for the use of the intellectual property.

1.5 The terms of this agreement outline and govern our arrangement for these Services as follows:

2. DEFINITIONS

2.1 Confidential Information' means any written or oral information that is provided by You to Me (in whatever format or medium used, provided directly or indirectly) that is not Excluded Information and that: (a) is about your affairs, business or identity and is obtained by Me or from someone on my behalf (as a result of my engagement for Services); (b) information You identify to Me or make Me aware is considered to be confidential and proprietary; (c) may include ideas, code, script, indicators or algorithms or similar; (d) includes my ownership of the intellectual property; or (e) is personal information for the purposes of the Privacy Act 1988 (Cth).

2.2 'Excluded Information' means information that I can establish:

(a) was already in the public domain when it was given to Me;

(b) becomes, after being given to Me, part of the public domain, except through disclosure contrary to this agreement;

(c) was already in My possession when it was given to Me and had not been acquired in some other way (directly or indirectly) from You; or

(d) was lawfully received from another person who had the unrestricted legal right to disclose that information free from any obligation to keep it confidential.

2.3 'Services' means the services described in the Schedule.

3. SERVICES

3.1 I agree to provide the Services described in the Schedule in accordance with the terms of this agreement. I agree to provide these Services in a professional manner and in accordance with generally accepted industry practice and standards. Further, I represent and warrant I have the professional skills, expertise and tools to be able to perform the Services to a professional industry standard. I must perform the Services myself or through my representatives who have the appropriate qualifications and skills to perform the Services.

3.2 The Services must be provided within the date or dates listed in the Schedule. If, an event occurs beyond my reasonable control which prevents Me from completing the Services by the date(s) set out in the Schedule, I agree to notify You in writing as soon as reasonably possible with the reason for the delay and the estimated time for completion of the Services. Provided that no material damage is suffered, a reasonable extension of time may be provided to complete the Services. In any event, you may at any time extend the date for completion of the Services.

3.3 From time to time or at any point, you may request or require a variation ('Variation') to the Services in writing with a full description. In the event I agree to perform such Variation, I will provide a quote and timing estimate for the Variation and upon acceptance of the quote and timing estimate,” the agreed Variation will form part of and be on the same terms as the Services in this agreement.

4. DELAYS AND DISPUTES

4.1 If at any time any aspect of the Services are not reasonably acceptable to You, the time delay referred to in the section above is unacceptable (due to loss or damage that may be suffered), or we disagree on the quality, substance, or we disagree for any reason on the Services, You will notify Me of the reason, specifics and will give Me a reasonable amount of time ('Grace Period') to respond or rectify the issue should I wish to do so. If, after this Grace Period You are not satisfied with the results or we agree to stop the Services, You can ask Me to stop work and You will pay Me for my Services up to and including all agreed and finalised work. I acknowledge and will enable procurement to ensure that You obtain and retain proprietary ownership for all work that is paid for up until and including this time.

4.2 In the event of any dispute on the work, quality or ownership, we both agree to obtain an independent professional arbitrator/dispute resolution specialist to make a determination on the dispute and each of us agrees to pay our own costs.

5. RELATIONSHIP

5.1 Our relationship under this agreement is that of principal and independent contractor. This agreement does not make either party a joint venturer, partner, employee or agent of the other. No act or omission of either party is to bind the other party except as expressly set out in this agreement.

5.2 You are not responsible for withholding or remitting any payment for an impost such as tax or superannuation in respect of Me or any of my representatives.

6. TERM AND OWNERSHIP

6.1 This Agreement is up to and including the date of completion of the last Phase (if any) specified in the Schedule unless otherwise terminated prior in accordance with this agreement.

6.2 The confidentiality provisions of this agreement remain until the Confidential Information becomes part of the public domain.

6.3 Final Works

6.3.1.Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, The Provider assigns to Client all of The Provider’s Copyrights in and to the Final Works, including Trademarks, and The Provider shall deliver to Client all Working Files related to the Final Works.

6.3.2.The Provider shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment, and Client shall reimburse The Provider for The Provider’s reasonable time and out-of-pocket expenses in connection therewith.

6.3.3.Client represents, warrants and covenants to The Provider that

6.3.3.1. Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content

6.3.3.2. To the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties

6.3.3.3. Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and

6.3.3.4. Client shall comply with all laws and regulations as they relate to the Services and Final Works.

6.3.4.Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith.

6.3.5.Client hereby grants to The Provider a non-exclusive, non-transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with The Provider’s performance of the Services and promotional uses of Final Works as authorized in this Agreement

6.4 Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and Client shall indemnify, save and hold harmless The Provider from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks

6.5 The Provider retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files.

6.6 The Provider may incorporate certain Provider Tools into the Final Works. The “Provider Tools” means all design tools developed or utilized by The Provider in performing the Services, including without limitation: pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as Website design, architecture, layout, navigational and functional elements. In the event that the Provider Tools are incorporated into any Final Works, The Provider grants Client a royalty-free, perpetual, worldwide, non-exclusive license to use the Provider Tools to the extent necessary to use the Final Works. The Provider retains all other rights in The Provider Tools.

6.7 Client expressly agrees that The Provider retains the right to reproduce, publish and display the Final Works and Preliminary Works, to the extent they do not contain Client’s Confidential Information, in The Provider’s portfolios and Websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Final Works in connection with such uses.

6.8 Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project, and, if applicable, the services provided to the other party on its Website and in other professional materials, and, if not expressly objected to, include a link to the other party’s Website.

7. INFORMATION PROVIDED TO PERFORM THE SERVICES

7.1 I agree that I will keep confidential, not use directly or indirectly and not disclose directly or indirectly this agreement and all information relating to, arising under or acquired under or as a consequence of this agreement, except: (a) as required by law or any regulatory authority or stock exchange; (b) with your express written consent.

7.2 I will not at any time disclose or allow access by any person or third party to any of the Confidential Information unless required to perform the Services in which case, I will ensure they are under the same duty of confidentiality as I am under this agreement;

7.3 I acknowledge that any information which is passed on to Me by You to enable Me to provide the Services and that You confirm to me is to be considered Confidential Information will be kept as Confidential Information unless otherwise agreed.

7.4 I shall notify You immediately upon becoming aware of any unauthorised disclosure, copying, use or loss of all or any part of the Confidential Information.

7.5 I agree, upon completion of the Services or upon termination of this agreement for any reason, to immediately return all materials (or if in electronic form, erase or destroy and deliver evidence of such erasure or destruction) all documents and other materials containing or referring to Confidential Information which is in my possession, power or control and to ensure any other person who has received this do the same.

8. PAYMENT AND DELIVERY

8.1 Payment will be made on satisfactory delivery of each Service detailed in the Schedule within 15 days of receipt of my invoice (or as otherwise agreed in writing between both You and I). Delivery of the Services must be on time as agreed in the Schedule and must be done to Your reasonable satisfaction for payment as agreed. In the event that we agree a later date for delivery of any of the Phases of the Services, the payment date will follow such delivery pursuant to an invoice provided by Me as below.

8.2 I will provide, on or before the date for payment, an invoice for each Service at the end of each Phase, or at the end of the delivery of the Services as agreed, inclusive of any and all GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). You are not responsible for the payment of GST to the tax office for the provision of my Services.

8.3 There is a $25 NSF (insufficient funds) fee for declined or returned payments.

8.4 Payments not received by due date will result in work cessation. Service Provider reserves the right to refuse completion or delivery of work until past due balances are paid. Monthly late charge of $10.00 or 1.75%, whichever is greater, will be assessed on unpaid balances every thirty (30) days.

8.5 All material or property belonging to Client, as well as work performed, may be retained as security until all just claims against Client are satisfied.

9. INSURANCE POLICIES

9.1 While this agreement is in force, I will ensure that I and all of my representatives are covered by insurance policies to perform the Services covered by this agreement and if required in the Schedule.

9.2 I will give You a copy of the insurance policies or certificates of currency upon your reasonable written request.

10. TERMINATION

10.1 Either party to the agreement may terminate the agreement for whatever reason by giving one (1) months’ written notice to the other party. All outstanding payment due to Me must be paid upon termination of the agreement.

11. BREACH

11.1 If either You or I breach any of the obligations of this agreement, the person who has committed the breach will remedy or rectify the breach promptly and either person may terminate this agreement by notice to the other person in writing with prompt payment for the Services completed to date.

11.2 Confidentiality survives and continues in the event of any dispute or termination and, in any event, after the delivery of the Services.

12. INDEMNITY

12.1 Both persons agree to indemnify the other and keep the other person indemnified against any and all actions, claims, proceedings or demands which may be brought against them in respect of any loss, death, injury, illness or damage (whether personal or property, but not including indirect or consequential loss) which arises by reason of any breach of warranty, default, act or omission or any negligence by the person responsible for the breach or act ('Responsible Person'), or by any employee, agent or subcontractor which the Responsible Person may employ.

13. COUNTERPARTS

13.1 This agreement may be executed in counterparts. For example, You may sign one copy of this agreement and I may sign another copy of this agreement and exchange signed original copies. Both agreements will be valid original agreements for the purposes of any dispute, litigation or similar action.

14. GOVERNING LAW

14.1 This agreement is governed by the laws from time to time in force in the State or Territory specified in the Schedule and both You and I agree to unconditionally submit to the nonexclusive jurisdiction of the Courts in that State or Territory for determining any dispute concerning this agreement.

15. NON-VARIATION

15.1 No addition to, variation, or agreed cancellation of this agreement, this clause or any of the schedules hereto shall be of any force or effect unless in writing and signed by or on behalf of the parties.

16. SEVERABILITY

16.1 If any provision in this agreement is found to be void or otherwise unenforceable then it will be severed, and the rest of the agreement will remain valid and enforceable.

16.2 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 shall be deemed to be written, construed and enforced as so limited.

17. ENTIRE AGREEMENT



This Agreement constitutes the sole and entire agreement between the parties and supersedes all prior discussions, agreements, contracts and understandings relating to the subject matter hereof.

SCHEDULE:

Description of Services to be Provided:

Ad-hoc virtual assistance

Completion Date(s):

Ongoing or as mutually determined for each individual project on a case-to-case basis.

Governing Law

South Australia, Australia

18. TERMS OF SERVICES

18.1 OFFICE HOURS: Office hours are Monday through Thursday, 10:00 am to 17:00 pm. Sundays by appointment only. Holidays are by request only. Requests must be submitted no less than 48 hours in advance and must be agreed upon by both You & I. Additional payment may be required and if so, must be paid in full at time of request.

18.2 COMMUNICATION: Email is the main source of communication between You and I. I am available for phone calls ONLY during office hours. However, the time of both parties must be respected, and calls lasting over 15 minutes will be billed to Client. Telephoned or video meetings must be prescheduled no less than 24 hours prior. Cancellation requires a minimum of 24 hours advance notice. Missed meetings or cancellations without sufficient notice will be billed $25 to Client.

18.3 PROJECT COMPLETION: Basic office support receives 24 - 48 hour attention Monday - Thursday. Each new or special project requires minimum of three (3) days lead time. You will provide sufficient notice and allow for reasonable time frames for project completions. Rush projects of 24 hours or less and projects requiring weekend or holiday work may be subject to 25% surcharge for rush fees. I reserve the right to refuse any project or service request.

18.4 RETAINERS: Monthly retainers provide ongoing support at a discounted rate up to the number of hours set forth in this Agreement. Retainer fees are required to be settled in full by the 15th of every month. Services rendered beyond the retainer number of hours will be billed at the same retainer rate (if available). Hours are billed to the nearest 15 minutes. Payments rendered are considered fully earned and non-refundable however, for ongoing clients, unused hours WILL NOT BE carried over into the next month.

18.5 EXPENSES: Expenses incurred on Your behalf are NOT included in any fees and will be billed to You. Reimbursable expenses may include, but not limited to, office supplies (e.g., file folders, envelopes, removable storage drives, etc.,), mileage, payments made to vendors, and shipping and handling costs. There is a one-hour minimum for office calls. On-site visits will be billed for meeting time, round trip travel time, and mileage.

The terms and conditions of this Agreement may be modified or amended as necessary only by written instrument signed by both parties.

By signing the Agreement, I indicate that I understand, agree to and accept the terms and conditions as contained herein.

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