Modern Wood Service Agreement
THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into to be effective as of the Effective Date by and between the parties set forth in the Proposal, Maintenance Agreement, and/or any other documents executed by the parties (collectively, the “Contract Documents”).
FOR AND IN CONSIDERATION of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Services. During the Term of this Agreement, Company will provide certain services to the Client as described in the Contract Documents. Company represents that Company has the qualifications, experience and ability to properly perform the Services.
2. Compensation. As consideration for the Services to be provided by Company, Client shall pay to Company the amounts specified in the Contract Documents.
3. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall continue unless and until terminated by either party in accordance with this Section 3 (the “Term”). Either party may terminate this Agreement at any time during the Term by giving five (5) days prior written notice to the other of its desire to terminate this Agreement; provided, however, that Client may not terminate this Agreement prior to the completion of all outstanding Services under the Contract Documents; provided further that Client may only terminate this Agreement as long as Client is current with all amounts owed to Company. Termination of this Agreement shall not relieve Client from any payment obligation accrued under this Agreement prior to termination. All payment obligations of Client shall survive termination of this Agreement.
4. Exclusivity. During and after the Term of this Agreement, Company is under no obligation to work exclusively for Client, and may accept engagements, work, and assignments similar to the Services provided in Section 1 of this Agreement from parties similar to Client other than Client on a regular basis.
5. Confidentiality. The parties acknowledge that the Services to be rendered under this Agreement are of a special and unique character which have a high degree of confidentiality. The parties agree that during the Term of this Agreement, and at all times thereafter following termination of this Agreement, neither party will, directly or indirectly, disclose or release any of the information they are exposed to or become aware of because of the relationship of the parties pursuant to this Agreement, including the terms and conditions of this Agreement, to any third party without the prior written consent of the other party, except to the extent necessary to comply with law, including public information requests, the valid order of a court of competent jurisdiction, or the valid order or requirement of a governmental agency.
6. Proprietary Rights. All ownership rights in the Services and any products thereof shall remain with Company. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon Client any rights, license or authority in or to the Services or any products thereof. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.
7. Site and Property Conditions. Client shall provide Company a safe working environment, and shall secure the worksite, provide safe access for Company to the worksite, prevent any entry by any unauthorized persons, and ensure that the property relating to the Services being performed is safe to have Services performed and is not tampered with during Company’s performance of the Services.
8. Installation. Company will begin installation of the Work only when the Project site is sufficiently ready to receive the Work. Any damage that occurs due to premature installation will not be the responsibility of the company and will void any Warranties. It will not be the Company's responsibility to protect the work above and beyond normal protection should it be prematurely installed.
9. Non-Solicitation. Client covenants and agrees that during the Term of this Agreement, and for a period of three (3) years following the completion of the Services, Client shall not, directly or indirectly, through an existing entity, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or work with, on a full-time, part-time, consulting, advising, or any other basis, any employee or independent contractor employed by the Company while Company is performing the Services for the Client.
10. Warranties; Disclaimers; Indemnification
(a) Warranty and Limitations. Company shall provide Client with a ninety (90) day warranty following the completion of the Services provided under the Contract Documents against defects in the quality of workmanship. Company shall not be liable for any manufacturer’s warranty for any and all equipment or other materials provided with and/or installed during the Services. If any equipment and/or materials installed as part of the Services contains a separate warranty, Company shall assign the same to Client. At all times during the Services and prior to the end of the ninety (90) day warranty period, should Client discover any defect in the quality of the workmanship, then Client shall prepare and provide a list of any such defect(s) to Company, in writing and signed by Client, specifically identifying items that need repair or to be completed or corrected. Client shall provide Company with a reasonable amount of time to repair and/or complete such items. IT IS THE SOLE RESPONSIBILITY OF CLIENT TO SUBMIT ANY CLAIMS PRIOR TO THE NINETY (90) DAY WARRANTY PERIOD. FAILURE BY CLIENT TO SUBMIT ANY CLAIMS PRIOR TO THE NINETY (90) DAY WARRANTY PERIOD FORFEITS THE RIGHT OF CLIENT TO HAVE APPROVED WARRANTY WORK PERFORMED. Company shall not be responsible for any: (a) damage due to ordinary wear and tear or abusive use, (b) defects that are the result of characteristics common to the materials used, or (c) loss, injury or damages caused in any way by the weather or elements.
(b) Indemnification. Client shall indemnify, defend and hold harmless Company, and its members, managers, officers, agents, contractors and employees against any loss, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims based on an act or omission by Client that constitutes a violation of this Agreement.
(c) Limitation of Damages. Company shall not be liable to Client under this Agreement for (a) any consequential, exemplary, incidental, lost profits, lost expenses, or punitive damages, regardless of whether Company has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable; (b) any loss arising from or related to the Services or any products thereof; (c) any failure to access the Services, for any reason whatsoever; or (d) any contracts or agreements entered into between Client and any third party, whether or not such agreement was based on information provided through the Services, arranged through the Services, or otherwise, it being agreed that Client is solely responsible for any and all agreements between itself and third parties. Any damages owed by Company to Client under any circumstances shall be strictly limited to the amount Client has paid Company over the previous twelve (12) month period in connection with the Services.
(a) Assignments. All assignments of rights under this Agreement by Client without the prior written consent of Company shall be void.
(b) Entire Agreement. This Agreement contains the entire understanding of the parties concerning the subject matter hereof.
(c) Amendments and Modifications. Waivers, alterations, modifications or amendments of this Agreement shall not be binding unless such is in writing and signed by Company. Client acknowledges and agrees that Company may at any time, and from time to time, upon written notice to Client, modify, amend, supplement, or replace this Agreement, in Company’s sole discretion.
(d) Governing Law. This Agreement is governed by the laws of the State of Texas. Client hereby consents to the exclusive jurisdiction and venue of courts in Harris County, Texas in all disputes arising out of or relating to this Agreement.
(e) Relationship of the Parties. The relationship between Company and Client shall be that of an independent contractor and nothing herein shall be construed as creating, at any time, the relationship of employee or employer between Company and Client, its agents, or employees. Company is an independent contractor and is not an employee, servant, agent, partner, or joint venturer of Client.
(f) Photography. Company reserves the right to photograph any part of the services and/or products produced by the Company including surrounding areas for the use in training, documentation, marketing or promotional purposes. The Client hereby grants to the Company and its legal representatives and assigns, the irrevocable and unrestricted copyright to use and publish photographs. The Client is also responsible for advising the property owner, if it is not them, that the work will be photographed.
(g) Force Majeure. Company is not liable to Client under this Agreement for non-performance caused by events or conditions beyond Company’s control if Company makes reasonable efforts to perform.
(h) Waiver. Waiver of breach of this Agreement shall not constitute waiver of another breach. Failure to enforce a provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision.
(i) Notice. Any required notices hereunder will be given in writing at the address of each party set forth in the Contract Documents or updated by the parties as applicable, or to such other address as either party may substitute by written notice to the other in the manner contemplated herein and will be deemed served when delivered by facsimile, e-mail, mail or when tendered in person.
(j) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original, but which together shall constitute one and the same instrument.
If you have any questions about this Services Agreement, please contact us.
Updated: July 2020