The payment term can include any necessary approvals or other steps that must be met prior to payment and should provide a process for how the contractor will invoice your business for the services. 188.8.131.52. The Project Price does not include and Customer is responsible for all taxes (except taxes on Contractor’s income) tariffs, and any similar charges imposed upon or related to the Services or Deliverables or their delivery or use. Invoices shall be mailed to the following address: This free grant proposal template not only helps you put your most professional foot forward, it offers you loads of tips to make your project shine. Some contracts contain a “Choice of Law” or “Prevailing Law” provision which makes clear that the laws of a certain state, county, or municipality will govern the dispute. The following terms and conditions are valid for residential HughesNet customers who subscribed to a HughesNet Gen5 Service Plan. Use TermsFeed Terms & Conditions Generatorto generate a custom Terms & Conditions for your business. Apply a document theme that matches your company brand. WHO IS THIS AGREEMENT WITH? Invoices will contain a description of the Services or Deliverables provided. It should describe the relationship in such a way that it is clear that he or she is not an employee. Note that a detailed scope of work can be attached as a separate exhibit to the contract. In any judicial proceeding, it will be presumed that the Confidential Information in question constitutes protectable trade secrets of the disclosing party, and the receiving party shall bear the burden of proving that the Confidential Information was publicly or rightfully known or disclosed. A well-drafted provision stating that your business relied on the representation or warranty by the contractor as a “material inducement” to entering into the contract will provide backing to demonstrate that the failure to achieve the result is a material breach of the contract and that your business should be adequately compensated for the breach. SERVICE CONTRACT TERMS AND CONDITIONS This Service Contract is not a contract of insurance. In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below: _________________________________ ______________, [NAME], [TITLE] DATE. Termination of the Project shall not affect either party’s obligations in connection with any other ongoing Projects and the rights and obligations of all non-terminating parties to the Agreement shall remain in full force and effect. All service contracts should clearly state the term of the contract (when the contract begins and when it ends). TAXES. It establishes legal rights and obligations of each party to the contract, sets out the expectations for each party, and addresses how issues that may arise will be handled. Version 2020 Page 1 of 2 . A clause that makes clear how such a modification may occur will help resolve any later dispute about whether a subsequent discussion between the parties resulted in a change in the terms of a contract. One thing a Contractor will surely want, is the ability to speak of clients it has done work for. The advantage of our service contracts is that they cover the most frequently replaced parts on all major brands. 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. d. If software source code is delivered to Customer under this license, Customer agrees to keep the source code strictly confidential in accordance with Section 13 below. You will become bound by these provisions once you accept these T&Cs. PAYMENT TERMS AND CONDITIONS. 11. “Deliverables” means any tangible property, including software media, delivered to Customer under this Service Contract, as specified in the Statement of Work. All payments due and owing under this Agreement at the time of Contractor’s receipt of the written notice of termination for work completed and in progress; b. When is it due? That is precisely what this clause is intended for. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. In many circumstances, the intellectual property rights at issue are complex and are the subject of an entirely separate agreement, which may be incorporated into the service agreement by attaching the IP agreement as an exhibit. PRICE. e. COUNTERPARTS. Customer shall pay the following fees and expenses: Travel expenses are not included in the fixed price and will be invoiced at actual cost. Neither party has the right to disclose the Confidential Information of the other, in whole or in part, to any third party, and neither party will make use of the Confidential Information of the other for its own or a third party’s benefit or in any way use such Confidential Information other than for the purposes of performance of this Agreement without the prior written consent of the disclosing party. 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 of [STATE]. Interest may be charged on all amounts unpaid after [NUMBER] days at the annual rate of 1-1/2 percent per month or the highest legal rate, whichever is lower. Below is a list of ten important contract terms that should be considered in every contract for services. GENERAL. PandaTip: Provide a detailed description of the work to be performed. As is important with all contract terms, the more detail provided, the more clarity there will be for the parties and for a judge or other person interpreting the contract. The Comcast Business Services and Commercial High-Speed Internet Acceptable Use Policy has been revised to clarify the following:. Contractor expressly does not warrant that the operation of Deliverables which are software shall be uninterrupted or error-free; or that Deliverables will operate on any system, or with any software, other than the system with which the Contractor tested such Deliverables. Projects will be performed on a firm fixed price basis or a time and materials basis, as indicated in the applicable Statement of Work. d. Customer’s sole and exclusive remedy and Contractor’s only obligation for breach of the warranty hereunder will be, at Contractor’s option, to correct any material errors in provision of Services or to replace or repair Deliverables which do not conform to the warranty. A business may want to state that it will not be responsible for any liabilities that result from a contractor’s acts in the course of the agreement. If this remedy is adjudged to have failed of its essential purpose, Contractor’s total liability will be to refund the price paid to Contractor by Customer for the nonconforming Deliverables. Contractor shall not undertake further work, incur additional expenses, or enter into further commitments with regard to the Project after receiving such notice of termination from Customer, except as mutually agreed upon by the parties. Contractor will re-assign personnel to extend Contractor’s work schedule without liability, and Customer will pay all additional costs, if any. The way to prevent this result from happening is to include a clause that states that your business does not waive any rights under the contract based on the fact that you did not enforce a term in a given situation. There are many variations of indemnification clauses (with varying strength) that may be used in different circumstances, but a well-drafted indemnification clause can be used to shield your business from significant costs and liabilities. Such information, excluding the Deliverables and any other information incident to the Deliverables that a party could reasonably be expected to be provided to the other party as contemplated hereunder, shall be considered confidential information (“Confidential Information”). Ryan is an attorney who believes that business can be a powerful tool for social change. The parties agree not to copy in whole or in part, any Confidential Information nor modify the same in any way without prior written consent from the other party. NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1. 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. NOTICES. These Terms govern your use of Facebook, Messenger, and the other products, features, apps, services, technologies, and software we offer (the Facebook Products or Products), except where we expressly state that separate terms (and not these) apply. This seems obvious, but it is one of the most important contract terms that can easily be overlooked. 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. While it's important that you understand the terms and conditions included in any contract you draft or sign onto, sometimes it takes the expertise of a legal professional to interpret contractual language into plain English. It is agreed that these Contractor proprietary items shall remain the sole and exclusive property of Contractor. a. Even if you have had prior discussions with the other party about the services that will be performed, it is important to spell out the responsibilities in detail in the contract. Whereas, Contractor and Customer desire to enter into a relationship in which Contractor will provide [DESCRIPTION OF SERVICES]. This Service Contract is issued in conformance with these terms and conditions. Although the specific terms or articles required in an employment contract vary by state and by type of employment, the following terms and conditions are usually included in these types of agreements. By compensating the business for any loss suffered as a result of a contractor’s acts, the contractor is said to “indemnify” the business. 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. Contractor grants Customer a perpetual, non-exclusive, paid-up license to use Contractor proprietary items subject to the following: a. Contract Terms and Conditions-Commercial Items (Oct 2018) (a) Inspection/Acceptance. Scope of application . This day care contract template makes it easy for any day care provider to create and sign a digital contract with new customers. As always, consult your lawyer prior to any use of a template, since circumstance may dictate different contract language. Repair of damage to Deliverables caused by Customer during unpacking. What questions will venture capitalists ask during the due diligence process? Otherwise, you're unlikely to create a complete agreement. Other direct costs such as [DESCRIPTION OF OTHER DIRECT COSTS] are not included in the fixed price and will be invoiced at actual cost plus administrative burden. The Parties hereto agree that facsimile signatures shall be as effective as if originals. But in order for the contract to effectively serve these goals, it must include the appropriate terms (also known as clauses, sections, provisions, etc.). Except for commercial off-the-shelf type products where the license for such products is contained in the applicable Statement of Work, Customer shall have exclusive unlimited ownership rights to all deliverables developed under this Agreement. Any such written statement of nonconformities shall provide sufficient detail to enable Contractor to remedy the failure to conform to the Completion Criteria. This SERVICE CONTRACT (this “Agreement” or this “Service Contract”), effective as of [DATE], is made and entered into by and between [CUSTOMER NAME], a company organized and existing in [STATE], with offices located at [ADDRESS] (hereinafter the “Customer”), and [CONTRACTOR NAME], a [STATE] company, with a registered address located at [ADDRESS] (hereinafter the “Contractor”). The remedy provided by Contractor for breach of warranty does not include the following, which may be provided, at Contractor’s sole option, at Contractor’s then-current time and materials rates: i. com/terms for the latest terms and conditions. If age of equipment is misstated by more than one year or if brand, or model is misstated product will not be covered and contract will be void. Customer reserves the right to terminate a Project in whole or in part, upon [NUMBER] days written notice to Contractor. When terms and conditions are defined, the service provider keeps the payment terms clear. Terms and conditions often include an explanation or definition of key terms used in the terms, and outlines the legal limitations of responsibility of the website owner for any damages or harmed incurred during usage of the site. h. Customer grants Contractor a perpetual non-exclusive, paid-up license to use all portions of the deliverables first developed by Contractor during the performance of this Agreement, not to include content or any material provided to Contractor by Customer. This is one of the most important contract terms in the unfortunate event that a dispute arises over any alleged changes to the contract. g. If Customer orders any commercial off-the-shelf type products, a separate licensing agreement shall be negotiated and shall become part of the applicable Statement of Work. Term/Duration: All service contracts should clearly state the term of the contract (when the contract … The Statement of Work shall specify: (i) description of Services and Deliverables, (ii) schedule for Deliverables, and (iii) price and payment schedule. Notwithstanding the above, Contractor shall have the right to invoice Customer for any work performed to date of suspension. A service contract often results in a contractor providing some sort of work product for the company, or bringing some sort of work product to the company. If Customer’s acts or failure to act causes Contractor to delay or suspend performance of Services, Contractor and Customer will mutually agree to one of the following remedies: a. Neither party will be liable to the other for the disclosure of Confidential Information if, as shown by clear and convincing evidence, the Confidential Information: (a) is generally known to the public at the time of disclosure by the disclosing party; or (b) becomes generally known to the public through no fault of the receiving party; or (c) was lawfully in the possession of the receiving party prior to signing this Agreement; or (d) is subject to applicable United States laws or a valid court order requiring disclosure of such Confidential Information. Customer agrees to sign, upon request, any documents necessary to protect Contractor’s security interest in all Deliverables. If any invoice is not paid when due, Contractor may suspend provision of Services and/or Deliverables without liability or penalty until final resolution of the matter. Be mindful that when someone refers to the terms and conditions, he is not referring to the overall contract. Track opens, views, and time spent on each page. Limitations • All equipment and parts must be in good working condition on the date the Residential Program becomes effective. Often times, businesses and organizations will have “boilerplate” terms that they pull from other contracts but will then glaze over the actual responsibilities for each of the parties. Any approval required under this Section shall not be unreasonably withheld or delayed by either party. PandaTip: “Title and Security Interest” above allows you to claim back whatever is delivered, if the customer does not pay. Contractor may use Customer’s name or mark and identify Customer as a client of Contractor, on Contractor’s website and/or marketing materials. The payment term should also specify the party that will be responsible for costs incurred in furtherance of the services. The Service cannot be resold or otherwise made available to anyone on the Premises or outside the Premises (i.e. For example, California law will govern a dispute over wages for work done by a contractor in California for an entity doing business in California, even if the contract says that another state’s laws should govern. Contractor reserves a purchase money security interest in each Deliverable until payment of the Project Price is received. The fixed price set forth above does not include sales or use tax which, if applicable, will be invoiced as a separate item. Services for your business will often be performed by an “independent contractor” as opposed to an employee of your business (see this article for a discussion on the difference between an employee and an independent contractor). 2.2: Acceptance of the estimate involves acceptance of these terms in conditions of the contract documents. c. Contractor further warrants that to its knowledge the Deliverables do not infringe any intellectual property right held by a third party. Repair of damage caused by Customer’s improper installation, relocation, or rearrangement of Deliverables. Customer may not transfer, sell, or otherwise dispose of any Contractor proprietary items without the prior written consent of Contractor. b. This can be a tricky clause in a contract because it expressly recognizes that a dispute may arise. ii. A contract for services serves several important purposes. A clause that clearly explains the obligations and duties of each party to the contract is one of the most important contract terms to include in your entire contract. coverage, or any terms of the Contract Program at any time. Specific Contract Terms to Include . PAINTING SERVICES Learn More About Contract Terms by Speaking to an Attorney. What are your rates? All of the foregoing shall be deemed to be work made for hire, except as hereafter specified, and belong to Customer, with Customer having the sole right to obtain, hold, and renew, in its own name or for its own benefit, patents, copyrights, registrations, or other appropriate protection. b. Legal Requirements, Practical Tips, and Possible Alternatives, What to Do if Your Startup’s Fundraising Efforts are Impacted by COVID-19 Pandemic, What to Do if You Cannot Meet Your Contractual Obligations Due to COVID-19 Pandemic. THIS STATEMENT OF WORK (this “Statement of Work”) is entered into by and between [CUSTOMER NAME] and [CONTRACTOR NAME] pursuant to the Service Contract entered into by the parties as of [DATE]. The right of either party to terminate this Service Contract, as herein provided, shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default. A general condition is one that is common and included in most contracts. 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. As the services under a contract are performed, there is often a need to modify, or amend, the terms of the contract. For example, the clause should include a statement that the contractor will be responsible for paying their own taxes for the compensation received under the service contract, will not be covered by unemployment or workers’ compensation insurance, will have the ability to decide the day-to-day work to be done to achieve the business’ desired results, and that the contractor is free to pursue other work that is not in conflict with the scope of the service contract. Although this may seem awkward, it can save a lot of time and money in the unfortunate event that a dispute does arise. See section on Change Orders. Feel free to use the above as a starting point to craft an acceptance test suitable for the work you are providing. Customer shall either promptly provide Contractor with written acceptance of the Deliverables, or deliver to Contractor a detailed written statement of nonconformities to be corrected prior to Customer’s acceptance of the Deliverables. Applicable Law. 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