SERVICES AGREEMENT

картинка Лебедев Антон

SERVICES AGREEMENT

По вопросам составления Service Agreement можете обращаться по телефону: +7(926)529-9797.
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TABLE OF CONTENTS

1. DEFINITIONS
2. SCOPE OF ENGAGEMENT
3. EXECUTION OF THE SERVICES
4. OBLIGATIONS
5. PRICE AND PAYMENTS
6. DURATION
7. TERMINATION OF THE CONTRACT
8. CONFIDENTIALITY
9. ASSIGNMENT OF THE AGREEMENT
10. FORCE MAJEURE
11. APPLICABLE LAW
12. SETTLEMENT OF DISPUTES
13. LANGUAGE
14. MISCELLANEOUS

WHEREAS:

1. PARTY A is involved in supplying industrial systems and it has been required to provide a large range of services to the CLIENT.
2. The CLIENT is a wholly foreign owned enterprise duly established in the People’s Republic of China and its activities consist in developing, integrating and installing automation electrical systems for industrial applications.
3. The CLIENT wishes to obtain information technology, financial, legal and development assistance services regarding the CLIENT’s activities.
4. The PARTIES wish to enter into an agreement and PARTY A has agreed to provide such SERVICES for the benefit of the CLIENT according to the terms and conditions defined in this AGREEMENT.

IT IS AGREED AS FOLLOWS:

ARTICLE 1 – DEFINITIONS
The terms in this AGREEMENT are defined as the following:
AGREEMENT shall mean this SERVICE AGREEMENT.
SERVICES shall mean any SERVICES to be supplied to the CLIENT by PARTY A in relation to this AGREEMENT as specified in Article 2 hereof.
SERVICE FEES shall mean the price for providing the SERVICES as specified in Article 5 hereof.

Article 2 – SCOPE OF ENGAGEMENT
The purpose of this AGREEMENT is to determine the general conditions of the SERVICES that PARTY A shall provide to the CLIENT.

2.1 CENTRAL ECONOMIC AND FINANCIAL PLANNING
PARTY A will provide to the CLIENT information on financial and economic achievement analysis, instructions to better develop the CLIENT’s budget management, and assistance in accountancy and taxation services.
This assistance shall include, but not be limited to the following:
- All projects related to financial operational control, definition of the best managing methods and monitoring their implementation,
- Consolidation of relationship with the CLIENT’s banks and financial partners,
- Financial study of projects,
2.2 ADMINISTRATIVE AND LEGAL SUPPORT
PARTY A will provide to the CLIENT information on legal issues coordinating with the CLIENT’s managers and the external lawyer, instructions to comply with the global systems and the group governance and to better develop the CLIENT’s organization.

ARTICLE 3 – EXECUTION OF THE SERVICES
3.1. The CLIENT undertakes to provide as and when necessary, and also upon first request, to PARTY A all information and documents which shall be required by it to perform its services, and to keep it informed of all elements of any kind which are essential for the satisfactory performance of its missions.
3.2. PARTY A must commence the provision of the SERVICES on the terms of this AGREEMENT following CLIENTs’ directions in relation to the SERVICES as the CLIENT may notify to PARTY A from time to time.
3.3. The SERVICES shall be rendered as per the timeframe requested by the CLIENT and agreed by PARTY A.
3.4 The SERVICES shall be rendered by PARTY A in Italy.
3.5. The PARTIES are independent legal entities. The relationship resulting from this AGREEMENT may under no circumstances question the legal independence of the CLIENT.
The CLIENT consequently shall bear individually the consequences of its activities and operations, even further to assistance by PARTY A. The CLIENT may not claim any of its losses borne by it because of PARTY A and shall hold harmless PARTY A in case of litigation with a third party because of the execution of this AGREEMENT.

ARTICLE 4 – OBLIGATIONS
4.1. According to the CLIENT’s requests, PARTY A shall provide the SERVICES to the CLIENT according to this AGREEMENT, on due time and with professional standards.
4.2. The CLIENT shall pay PARTY A all relevant SERVICE FEES pursuant to Article 5 hereof and upon submission of related invoices by PARTY A .

ARTICLE 5 – PRICE AND PAYMENTS
5.1. PARTY A shall invoice the CLIENT for the SERVICES within the period and according to the price lists or rates set out in the Charges Schedule as attached in Appendix 1 hereto. The PARTY A and the CLIENT shall agree at the beginning of each year on the budget relating to the SERVICES.
5.2. The CLIENT shall pay in EUROS the SERVICE FEES to PARTY A within ninety (90) days of the date of issuance of the related invoice.
5.3. The Charges Schedule as attached in Appendix 1 hereof is a complete and exclusive statement of all amounts to be paid by the CLIENT under this Agreement.
All amounts set out in the Charges Schedule and all payments in connection with this Agreement are inclusive of any and all Taxes relating to this Agreement.
5.4. Every invoice not challenged by the CLIENT within ten (10) business days of its receipt shall be considered as definitely accepted by it.

ARTICLE 6 – DURATION
This AGREEMENT shall come into effect, with retrospective effects, on _____ , and will last until _____, or until earlier termination in accordance with Article 7 of this Agreement.

ARTICLE 7 – TERMINATION OF THE AGREEMENT
The AGREEMENT may be terminated at any time provided an advance notice of thirty (30) days is sent in the following cases:
(a) By each PARTY where force majeure occurs and performance of the AGREEMENT is no longer possible;
(b) By each PARTY where there is a breach of its contractual obligations by the other PARTY, if the breaching PARTY failed to remedy such failure or violation within fifteen (15) days of the receipt of a written notice sent by the non breaching PARTY;
(c) Where there is a partial invalidity of the AGREEMENT that prevents execution of this Agreement and if no amicable settlement can be reached by the PARTIES.

ARTICLE 8 – CONFIDENTIALITY
8.1. Each PARTY agrees to keep strictly secret and confidential and not to disclose to any third party, any and all economic, financial, legal or marketing information acquired from the other, unless this other PARTY expressly permits disclosure of such information.
8.2. The PARTIES agree that they shall not use any information obtained from each other for any purpose whatsoever except in a manner expressly provided for in this AGREEMENT.

ARTICLE 9 – ASSIGNMENT OF THE AGREEMENT
Neither PARTY shall assign a third party, either for consideration or free of charge, its rights and obligations under this Agreement without the prior written consent of the other PARTY.

ARTICLE 10 – FORCE MAJEURE
10.1. “Force Majeure” shall mean all and any events which are unforeseen as on the date of execution of this AGREEMENT, or, if foreseen, reasonably unavoidable, and which are beyond the reasonable control of the PARTIES and prevents performance of this AGREEMENT, and shall include but not be limited to events such as earthquake, typhoon, flood, fire, strike, riots and war.
10.2. Should either of the PARTIES be prevented from performing this AGREEMENT by event of Force Majeure, within fifteen (15) days from such event, the prevented PARTY shall provide detailed information on the event of Force Majeure and a valid document explaining the reasons of its inability to perform all or part of this AGREEMENT to the other PARTY.
10.3. According to the effects on the performance of the AGREEMENT, the PARTIES will consult each other to decide whether, and send a written confirmation:
- to terminate this AGREEMENT;
- or to exempt one PARTY or the PARTIES from implementing part of its/ their obligations pursuant to this AGREEMENT;
- or to delay performance of this AGREEMENT.

ARTICLE 11 – APPLICABLE LAW
The formation, validity, interpretation, execution, performance, amendment, and termination of this AGREEMENT and disputes thereon shall be governed by the published laws and regulations of _____. When the published laws and regulations do not govern a certain matter, international legal principles and practices shall apply.

ARTICLE 12 – SETTLEMENT OF DISPUTES
12.1. Any dispute arising from the performance of, or in connection with the AGREEMENT shall be settled through friendly consultations between the PARTIES. Such consultations shall begin immediately after a PARTY has delivered a written request for consultation.
12.2. In case no settlement can be reached through consultations within ___ days following the date on which such request for consultation is given, the disputes shall be submitted to ___, for arbitration by three arbitrators in accordance with its rules of procedure in force on the date of arbitration. The arbitration proceedings shall take place in Shanghai and be conducted in English language.
12.3. The award is final and binding on the PARTIES. By submitting the dispute to arbitration, the PARTIES shall have undertaken to carry out the resulting award without delay.
12.4. During the arbitration, the AGREEMENT shall be continually executed by the PARTIES, except for matters in disputes.
12.5. Any arbitration cost shall be as determined by the arbitration tribunal and shall be paid by the failing PARTY.

ARTICLE 13 - LANGUAGE
The AGREEMENT shall be written in English and ___ version.
Both languages are equally authentic and equally binding.

ARTICLE 14 - MISCELLANEOUS
14.1. Any notice in connection with the performance of this AGREEMENT must be sent by either PARTY to the other PARTY by fax or E-Mail, and must afterwards be confirmed by airmail registered letter. Any notice shall be written in English. The legal address of the PARTIES as listed in this AGREEMENT shall be the posting addresses.
In case of address changes, one PARTY shall notify the other PARTY thirty (30) days in advance.
14.2. This AGREEMENT is signed in ___, by the authorized representatives of both PARTIES on ___.

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