THIS GENERAL SERVICE AGREEMENT
Strategic Planning for Small Businesses and Entrepreneurs Course Participants
Royal Dominion, Carla P. Yarbrough 2878 River Meadow Circle Canton MI, 48188
(the "Contractor", "this consultant")
1.The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
2.The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
1.The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
2.The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
3.TERM OF AGREEMENT
3.The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
4.In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10 days' written notice to the other Party.
5.In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
6.This Agreement may be terminated at any time by mutual agreement of the Parties.
7.Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
8.The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
9.Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
10.The Contractor will charge the Client for the Services at the rate of $80.00 per month (the "Compensation").
11.A deposit of $157.00 (the "Deposit") is payable by the Client upon execution of this Agreement.
12.For the remaining amount, the Client will be invoiced every month.
13.Invoices submitted by the Contractor to the Client are due upon receipt.
14.REIMBURSEMENT OF EXPENSES
14.The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. The Contractor will only be reimbursed for expenses submitted according to the following guidelines:
15.PENALTIES FOR LATE PAYMENT
15.Any late payments will trigger a fee of 30.00% per month on the amount still owing.
16.Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
17.The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
18.All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
19.OWNERSHIP OF INTELLECTUAL PROPERTY
19.All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
20.Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
21.RETURN OF PROPERTY
21.Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
22.In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
23.All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
1.Strategic Planning for Small Business and Entrepreneurs Course Participant
2.Royal Dominion, Carla P. Yarbrough2878 River Meadow Circle Canton MI, 48188
or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
24.Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
25.As the information shared in this course is the intellectual property of Carla P. Yarbrough, participants understand and agree that if for any reason the participant decides not to continue participation in the course after the second week of class no refund will be provided as the information provided in this course can be used to advance the business of the participant. Participants also agree and understand that photographing, recording and or duplication of this course in any form is prohibited and legal action will be taken should participants violate this agreement. Participants understand and agree that all payment for course participation must be made through the electronic system authorized by Royal Dominion, Carla P. Yarbrough.
26.MODIFICATION OF AGREEMENT
26.Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
27.TIME OF THE ESSENCE
27.Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
28.The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
29.It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
30.This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
31.Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
32.Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
33.This Agreement will be governed by and construed in accordance with the laws of the State of Michigan.
34.In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
35.The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.