I. The Parties. This Service Agreement (the “Agreement”) is by and between the Service Provider and the Client.
Service Provider and Client are each referred to herein as a “Party” and, collectively, as the “Parties.”
WHEREAS FOR AND IN CONSIDERATION of the mutual promises and agreements contained herein, the Client hires the Service Provider to work under the terms and conditions hereby agreed upon by the Parties:
II. Term. The term of this Agreement shall commence on dates agreed upon by Parties.
III. The Service. The Service Provider agrees to provide the products and services as agreed upon by established contracts, service tickets, purchase orders, and statements of work.
Hereinafter known as the “Service.”
Service Provider, while providing the Service, shall comply with the policies, standards, and regulations of the Client, including local, State, and Federal laws, and do so to the best of their abilities.
IV. Payment Amount. The Client agrees to pay the Service Provider the compensation for the Service performed under this Agreement as agreed upon by established contracts, service tickets, purchase orders, and statements of work.
Hereinafter known as the “Payment Amount.”
V. Payment Method. The Client shall pay the Payment Amount as agreed upon by established contracts, service tickets, purchase orders, and statements of work.
Hereinafter known as the “Payment Method.” The Payment Amount and Payment Method collectively shall be referred to as “Compensation.”
VI. Retainer. The Client is to pay any established retainers to the Service Provider as an advance on future Services to be provided (“Retainer”), as agreed upon by established contracts, service tickets, purchase orders, and statements of work.
VII. Inspection of Services. Any Compensation shall be subject to the Client inspecting the completed Services of the Service Provider. If any of the Services performed by the Service Provider pursuant to this Agreement are defective or incomplete, the Client shall have the right to notify the Service Provider, at which time the Service Provider shall promptly correct such work within a reasonable time.
VIII. Return of Property. Upon the termination of this Agreement, all property provided by the Client, including, but not limited to, cleaning supplies, uniforms, equipment, and any other items, must be returned by the Service Provider. Failure to do so may result in a delay in any final payment made by the Client.
IX. Time is of the Essence. Service Provider acknowledges that time is of the essence regarding the performance of all Services.
X. Confidentiality. Service Provider acknowledges and agrees that all financial and accounting records, lists of property owned by Client, including amounts paid, therefore, client and customer lists, and any other data and information related to the Client’s business is confidential (“Confidential Information”). Therefore, except for disclosures required to be made to advance the business of the Client and information which is a matter of public record, Service Provider shall not, during the term of this Agreement or after its termination, disclose any Confidential Information for the benefit of the Service Provider or any other person, except with the prior written consent of the Client.
- Return of Documents. Service Provider acknowledges and agrees that all originals and copies of records, reports, documents, lists, plans, memoranda, notes, and other documentation related to the business of the Client containing Confidential Information shall be the sole and exclusive property of the Client and shall be returned to the Client upon the termination of this Agreement or upon written request of the Client.
- Injunction. Client agrees that it would be difficult to measure damage to the Client’s business from any breach by the Service Provider under this Section; therefore, any monetary damages would be an inadequate remedy for such breach. Accordingly, the Service Provider agrees that if a breach occurs as described in this Section, the Client shall be entitled to, in addition to all other remedies it may have at law or equity, an injunction or other appropriate orders to restrain any such breach, without showing or proving actual damages sustained by the Client.
- No Release. Service Provider agrees that the termination of this Agreement shall not constitute a release from the obligations in this Section.
XI. Taxes. Service Provider shall pay and be solely responsible for all withholdings, including, but not limited to, Social Security, State unemployment, State and Federal income taxes, and any other obligations. In addition, Service Provider shall pay all applicable sales or use taxes on the labor provided and materials furnished or otherwise required by law in connection with the Services performed.
XII. Independent Contractor Status. Service Provider acknowledges they are an independent contractor and not an agent, partner, joint venture, nor an employee of the Client. Service Provider shall have no authority to bind or otherwise obligate the Client in any manner, nor shall the Service Provider represent to anyone that it has a right to do so. Service Provider further agrees that in the event the Client suffers any loss or damage as a direct result of a violation of this provision, the Service Provider shall indemnify and hold harmless the Client from any such loss or damage.
XIII. Safety. Service Provider shall, at their own expense, be solely responsible for protecting its employees, sub-Service Providers, material suppliers, and all other persons from the risk of death, injury, or bodily harm arising from or in any way related to the Services or the site where Service is performed (“Work Site”). In addition, Service Provider agrees to act in accordance with the rules and regulations administered by federal law and OSHA. Service Provider shall be solely responsible and liable for any penalties, fines, or fees incurred.
XIV. Alcohol and Drugs. Service Provider agrees that the presence of alcohol and drugs are prohibited on the Work Site and while performing their Services. If the Service Provider or any of their agents, employees, or subcontractors are determined to be present or with alcohol or drugs in their possession, this Agreement shall terminate immediately.
XV. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of heirs, personal representatives, successors, and assigns of the Parties. Any provision hereof which imposes upon the Service Provider or Client an obligation after termination or expiration of this Agreement shall survive termination or expiration hereof and be binding upon the Service Provider or Client.
XVI. Default. In the event of default under this Agreement, the defaulted Party shall reimburse the non-defaulting Party or Parties for all costs and expenses reasonably incurred by the non-defaulting Party or Parties in connection with the default, including, without limitation, attorney’s fees. Additionally, in the event a suit or action is filed to enforce this Agreement or with respect to this Agreement, the prevailing Party or Parties shall be reimbursed by the other Party for all costs and expenses incurred in connection with the suit or action, including, without limitation, reasonable attorney’s fees at the trial level and on appeal.
XVII. No Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the Party making the waiver.
XVIII. Governing Law and Venue. This Agreement shall be governed by and shall be construed in accordance with the laws in the State of Michigan. Parties agree to submit to the exclusive jurisdiction of the federal or state courts located in Kent County, Michigan. This Agreement shall be governed by and shall be construed in accordance with the laws in the State of Michigan. Parties agree to submit to the exclusive jurisdiction of the federal or state courts located in Kent County, Michigan.
XIX. Severability. If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
XX. Entire Agreement. This Agreement constitutes the entire Agreement between the Parties to its subject matter and supersedes all prior, contemporaneous agreements, representations, and understandings of the Parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all Parties.
XXI. Force Majeure. Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, natural disasters, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.
For the avoidance of doubt, Force Majeure shall not include
- financial distress nor the inability of either Party to make a profit or avoid a financial loss,
- changes in market prices or conditions, or
- a party’s financial inability to perform its obligations hereunder.