SERVICES AGREEMENT
THIS SERVICES AGREEMENT (The “Agreement”) is entered into by and between
, citizen of , with an email:
(“Client“),
and NML CORP LTD, incorporated in the UK under company No 13134789 having its principal place of business at 91 Waterloo Road, Office No. 9.17 11c, London,
United Kingdom, SE1 8RT, owner and operator of the website https://usagcd.com/ (“Consultant“).
WHEREAS, the Client desires to contract with the Consultant for the provision of the Services detailed in the Terms and Conditions, available at https://usagcd.com/ and
WHEREAS, Consultant desires to perform certain services for the Client as set forth in this Agreement.
NOW THEREFORE, in consideration of the above Recitals, which are hereby incorporated into the below Agreement, and in consideration of the mutual promises made herein,
the receipt and sufficiency of which are hereby acknowledged, the Client and Consultant further agree as follows:
1. Services. Consultant agrees to perform the “Services” in a timely, expeditious and professional manner. Consultant agrees to provide the Client with the Services in the scope as detailed in
Exhibit A (Your Order) , in accordance with Client’s instructions, as will be given to the Consultant by the Client from time to time, orally or in writing.
The Consultant shall perform their obligations hereunder with care, undivided loyalty, confidentiality and full disclosure.
Consultant represents and acknowledges that the Services performed under this Agreement will be done using Consultant's own equipment at Consultant's
own place of business, and at hours and times as determined by Consultant.
2. Consideration. For the satisfactory performance of the Services hereunder, the Client shall pay the Consultant the fees (the “Consideration”) set forth in
Exhibit A attached hereto in accordance with the payment terms and timelines stated in such Schedule. Payment will not be made on a salary or hourly rate. All payments under this contract shall be
to the trade or business name of the Consultant. No payments will be personally made to an individual under this contract.
None of the fees payable under this Section shall be refundable in whole or in part.
3. Term. The term of this Agreement shall commence on the date hereof and shall remain in effect for a period not to exceed 12 (twelve) months.
In any case, in which neither party has opposed the matter, this Agreement shall be renewed automatically.
4. Termination. Consultant may terminate this Agreement at any time by giving the Client written notice of not less than thirty (30) days.
The Client may terminate this Agreement at any time in the event that the Consultant violates the terms of this Agreement or fails to produce a result that meets the specifications of this Agreement.
In the event of termination, payments made to the Consultant shall not be reimbursed to the Client.
Save for the Consideration, neither party shall be liable to the other for any payment, compensation or remuneration of any kind, including (without limitation) for loss of present or
prospective profits, anticipated revenues, expenditures, investments, commitments made in connection with this Agreement and/or in reliance thereupon, or on account of any other reason or cause whatsoever.
5. Relationship of Parties. This Agreement shall not constitute an employer-employee relationship, and it is the intent of each party that the Consultant shall at all times be an independent contractor.
6. No Legal Services. The Consultant's work on this engagement shall not constitute the rendering of legal advice, or the providing of legal services,
to the Client. Accordingly, the Consultant shall not be deemed to express any legal opinions with respect to any matters affecting the Client. Any such legal services shall be
provided by a firm licensed to practice law in one or more applicable jurisdictions. The Consultant does represent the Client and is not engaged to represent the Client before any court or other judicial body.
7. Disclosure of Information. Consultant agrees that at no time (either during or subsequent to the term of this Agreement) will Consultant disclose or use,
except in pursuit of the business of Client or any of its subsidiaries or affiliates, any Proprietary and Confidential Information of Client, or any subsidiary or affiliate of Client, acquired during the term of this Agreement.
The term “Proprietary and Confidential Information” shall mean, but is not limited to, all information which is known or intended to be known only to Client, its subsidiaries and affiliates,
and their employees, including any document, record, financial or other information of Client, or others in a confidential relationship with Client, and further relates to specific business matters such as the Client’s financial information,
the identity of clients and patients, policies and procedures, fee structures, trade secrets, proprietary know-how, account information, and other information relating to other business of Client, its subsidiaries and affiliates, and their employees.
Consultant agrees not to remove from the premises of Client except as necessary for Consultant to perform services in accordance with the terms of this Agreement, any document, record, or other information of Client or its affiliates.
8. Remedies. In addition to any other remedies, which Client may have by virtue of this Agreement, Consultant agrees that in the event that a breach of the confidentiality provisions of this Agreement occurs or is threatened,
Client shall be entitled to obtain an injunction against Consultant from a court of competent jurisdiction to restrain any breach of confidentiality.
9. Indemnification of Consultant. Client shall indemnify, defend and hold Consultant harmless from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several,
and shall pay all costs and expenses (including counsel's fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from,
that Consultant incurs as a result of having performed services on behalf of Client.
10. Client’s Representations. Client represents that it has the full right and authority to enter into and perform this Agreement. The consummation of the Agreement and the transactions contemplated herein do not violate any outstanding assignments,
grants, licenses, encumbrances, obligations, agreements or understanding between Client and any other person or entity. Client represents and warrants to Consultant that Client is able to timely pay Consultant all fees and expenses incurred in the performance of the services hereunder.
11. Amendments. This Agreement may be amended only in writing that is signed by each of the parties hereto.
12. Miscellaneous. No waiver by Client of any breach of this Agreement by Consultant shall be considered to be a waiver of any other breach. Should any litigation be commenced between Client and Consultant relating to any such breach, the prevailing party shall be entitled,
in addition to such other relief as may be granted, reasonable costs and attorney’s fees relating to such litigation. If any term or provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.
This Agreement shall be governed by the laws of the United Kingdom.
This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof.
This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
Exhibit A (Your Order)
Exhibit A (Your Order)