Terms & Conditions

The client wishes to retain the Services of Service Provider; WHEREAS, Service Provider has the skills, qualifications, and expertise required to provide the Services to the Client; WHEREAS, Service Provider wishes to render such Services to Client. NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

 The Completion Date is currently unknown, and for the purposes of this Agreement, will mean the date in the future that the Service Provider has completed the rendering of all services to the Client.

 Specifically, the fees shall be as follows:

AGREEMENT: Subject to the terms and conditions of this Agreement, Service Provider hereby agrees to render the Services to Client, beginning on the Commencement Date and ending on the Completion date, and Client agrees to pay Service Provider the Fees required for the Services at the time of closing or same day when services have been  provided.

LOCATION: Service Provider will render the Services anywhere the Service Provider considers appropriate to the type and nature of the work required to complete the Services.

 SUBCONTRACTORS The Service Provider shall be permitted to use subcontractors in the provision of Services to the Client. The Service Provider will need to receive prior approval from the Client for the use of a, particularly intended subcontractor. The Service Provider shall be responsible for the work of a subcontractor whose work shall be undertaken to the same standard as required by this Agreement. However, the Parties acknowledge and agree that some subcontractors have their own terms and conditions on which they trade and which are more restrictive than the provisions in this Agreement. For example, without limiting the generality of the foregoing, a subcontractor may have more restrictive wording as to the standard it will meet in work it performs (as to timing or quality), what is to happen if that standard is not met, and the restriction and exclusion of liability. Where the terms and conditions of a subcontractor are more restrictive or exclusory than the provisions of this Agreement, the Parties agree that work provided by a subcontractor will be governed by the terms and conditions of the subcontractor rather than the provisions of this Agreement.

FEES: The Client agrees to pay the Service Provide the required Fees, as outlined elsewhere in this Agreement, for the provision of the Services, subject to the following terms and conditions:

A) Invoice Interval: The Service Provider will be entitled to invoice the client at the following time period: At the completion of services.

B) Invoice Period: The Client shall have the following time period in which to pay the Service Provider’s invoice: Upon Completion

C)Method of Payment: Service Provider will accept the following forms of payment: Check, Deposit, Wire Transfer, Cash or Money Order

CLIENT OBLIGATIONS: During the provision of the Services, the Client hereby agrees to: A) Cooperate with the Service Provider for anything the Service Provider may reasonably require; B) Provide any information and/or documentation needed by the Service Provider relevant to the provision of Services or payment for the provision of Services; C) Require any staff or agents of the Client to co-operate with and assist the Service Provider as the Service Provider may need.

INTELLECTUAL PROPERTY: In accordance with the terms and conditions of this Agreement, the Service Provider may create certain intellectual property (“Created IP”), including, but not limited to, plans, drawings, specifications, reports, advice, analyses, designs, methodologies, code, artwork, or any other intellect 5 III) is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions; IV) is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or V) is developed independently by the Receiving Party and the Receiving Party can show such independent development. B) “Trade Secret Information” shall be defined specifically as any formula, process, method, pattern, design or other information that is not known or reasonably ascertainable by the public, consumers, or competitors through which, and because of such secrecy, an economic or commercial advantage can be achieved. C) Both Parties hereby agree they shall: I) Not disclose the Proprietary Information via any unauthorized means to any third parties throughout the duration of this Agreement and the Parties’ relationship with each other; II) Not disclose the Confidential Information via any unauthorized means to any third parties for a period of 3 (three) years following the termination of this Agreement; III) Not disclose the Trade Secret Information forever, or for as long as such information remains a trade secret under applicable law, whichever occurs first, to any third party at any time; IV) Not use the Confidential Information or the Trade Secret Information for any purpose except those contemplated herein or expressly authorized by the Disclosing Party.

 COMPETITION During the course of this Agreement, the Service Provider agrees to refrain from engaging, directly or indirectly, in any form of commercial competition (including, but not limited to, through business, marketing, investment or financial activities) with the Client. The Service Provider, as well as their employees, agents, and/or representatives, agree not to engage in any form of commercial competition either single-handedly or through the employment or contracting with a third-party or organization. Specifically, the Service Provider shall not: A) Use any of the Proprietary Information directly or indirectly to procure a commercial advantage over the Client or otherwise use any designs, ideas or concepts created by or belonging to the Client without the express written consent of the Client; B) Solicit the clients or customers of the Client to provide services or supply goods to them of the same or a similar type to those provided by the Client during the course of this Agreement and for a period of one year following the termination of this Agreement; 6 C) Endeavour to entice away from the Client or employ or offer to employ any person who is employed by the Client during the term of this Agreement and for one year following the termination of this Agreement, whether or not the person would commit a breach of his or her contract of employment by being enticed or accepting employment with them. This prohibition shall not apply to the recruitment of any such employee who has answered a bona fide advertisement or been recruited by an agency to the Service Provider if the Service Provider has not given directly or indirectly any form of encouragement to that employee to do so.

WARRANTIES: The Service Provider represents and warrants that it will perform the Services using reasonable care and skill for a Service Provider in their field and that any end products or materials given by the Service Provider to the Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any other right of any third party.

Article 10 – TERMINATION: A) This Agreement may be terminated by either party, upon notice in writing. Except if a closing happens in the Scheduled Date by Hands on Processing representative.

RELATIONSHIP OF THE PARTIES: The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties and that this Agreement is for the sole and express purpose of the rendering of the specific Services by the Service Provider to the client under the terms and conditions herein.

 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral. NOTICES ELECTRONIC COMMUNICATIONS PERMITTED: i) Any notice to be given under this Agreement shall be in writing and shall be sent by e-mail, to the Electronic address of the relevant Party set out at the head of this Agreement.

PLEASE BE AWARE THAT WE ARE NOT INSTRUMENTS OF NEGOTIATION IN ANY MANNER ON A REAL ESTATE TRANSACTION

THANKS FOR CHOOSING US!!!