SERVICE AGREEMENT
THIS AGREEMENT
(the “Agreement”) made and entered into as of the first day of March, 200..., by and between ........
XYZ L.L.C., …………….,
WITNESSETH:
WHEREAS, XYZ
provides certain financial consulting services, and YYY is desirous to engaging
XYZ to provide such services to YYY as contemplated in this Agreement.
NOW, THEREFORE,
the parties in consideration of the mutual convenants
and agreements herein, and other good and valuable consideration
, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
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1. Services. XYZ shall provide to YYY the services set forth in Exhibit
“A” attached hereto and made a part hereof. For each work to be developed upon
mutual agreement of the parties, with XYZ providing such services to YYY, the parties
shall outline in writing the details of such work, the compensation to be paid
to XYZ and the payment terms, all of which shall be governed by and subject to
this Agreement. YYY, at no cost to XYZ, shall timely provide XYZ with
appropriate and accurate data and information as XYZ may from time to time
request of YYY in order for XYZ to perform hereunder. YYY represents to XYZ
that it has such ownership, proprietary rights or other authority, as tha case may be, to
disclose and give such data and information to XYZ hereunder.
2. Billings; Payment XYZ shall bill for all
services for work to be developed by XYZ for YYY in accordance with the terms
of this Agreement, including, but not limited to, such services which may be
set forth in Exhibit “A” hereto and for such services and work to be developed
from time to time as the parties may
agree to.
3. Term The term of this Agreement shall commence on the date
hereof and shall terminate on 31st December 200..., unless sooner terminated by
either party, without cause, upon thirty days prior written notice to the other
party. The term of this Agreement may be extended with the written approval of
the parties hereto. Upon any such termination, XYZ shall be promptly paid for all
work through date of termination and shall return to YYY all data and
information previously furnished by YYY to XYZ.
4. Relationship of the Parties The parties hereto
acknowledge that it will be necessary for them to constantly exchange
information and cooperate fully regarding their performance under this
Agreement. Notwithstanding, for purposes of this Agreement, the parties agree
that they are separate and independent entities and each is an independent
contractor and that neither party shall have any control over the manner in
which the other party performs its services and obligation hereunder.
5. Service Requirements XYZ agrees, as to its providing
services hereunder, to:
a. Make available for inspection by a duly
authorised representative of YYY any and
all information of XYZ relating to the services to be performed by XYZ
hereunder, during reasonable business hours upon prior notice to XYZ.
b. Provide or arrange for the services of
all personnel, facilities, equipment, and support services and contractors as
XYZ shall deem reasonably necessary for the performance of its duties and
obligation under this Agreement.
c. Provide such services as required by
this Agreement of such quality and standards consistent as within such industry
at the time such services are rendered.
6. Indemnification XYZ shall indemnify and hold YYY (including its
officers, directors, agents and employees) harmless from any and all claims,
demands, actions, costs and expenses (including, but not limited to, reasonable
attorney’s fees and costs at trial and appellate levels) arising out of XYZ’
default under this Agreement. YYY shall indemnify and hold XYZ (including its
officers, directors, agents and employees) harmless from any and all claims,
demands, actions, costs and expenses (including, but not limited to, reasonable
attorney’s fees and costs at trial and appellate levels) arising out of YYY’
default under this Agreement.
7. Representations and Warranties
a. XYZ represents and warrants to YYY that
it is and entity in good standing in the jurisdiction of its organisation, that
it has the authority and capacity to enter into and deliver this Agreement and
perform under this Agreement, included, but not limited to, providing services
to YYY hereunder, and that its corporate official or authorized representative,
as designated in the signature section hereof, has such authority to act on
behalf and bind XYZ hereunder.
b. YYY represents and warrants to XYZ that
it is and entity in good standing in the jurisdiction of its organization, that
it has the authority and capacity to enter into and deliver this Agreement and
perform under this Agreement, included, but not limited to, payment to XYZ for
services rendered hereunder, and that its corporate official or authorized
representative, as designated in the signature section hereof, has such
authority to act on behalf and bind YYY hereunder.
8. Notices Any
notices, statements, payments or reports required by this Agreement to be given
by any party hereto shall be considered given if sent by first-class mail,
postage prepaid, by overnight courier, or by facsimile, and addressed to the
other party at its principal place of business. Each party may from time to
time notify each other of any other address to be substituted hereunder.
If to XYZ: ........ XYZ L.L.C.
……………………….
Fax
No. ……………
If to YYY: YYY ……….. S.R.L.
Via
……………
Fax
No. ……………….
9. Governing law; Dispute; Venue. This Agreement shall be governed by and
construed under the internal laws of the State of
10. Entire Agreement; Modification; Waiver;
Assignment. This Agreement contains
the entire understanding and agreement of the parties hereto relating to the
subject matter hereunder, and no promise, condition, representation, warranty,
understanding or agreement, express or implied, not herein set forth shall bind
the parties. None of the terms or conditions of this Agreement may be changed,
modified, waived or cancelled orally or otherwise except by a writing signed by
the parties hereto, specifying same. A waiver at any time of compliance with
11. Breach;
Default Upon any breach by either
party hereto, the non-breaching party shall give the breaching party notice of
such breach pursuant to the notice provisions
of Paragraph 8 hereof, and the breaching party shall have ten (10)
business days once notice has been so given thereunder
to cure such breach and if not so cured within such period of time, the
non-breaching party shall have the right to declare this Agreement in default
and immediately terminate this Agreement upon notice to the breaching party
pursuant to said notice provisions. Upon any such default, the non-breaching
party shall also be entitled to pursue whatever remedies may be available to it
on a cumulative basis at law or in equity.
12. Miscellaneous Tis
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective legal representatives , successors and permited
assigns, and there shall be no third party beneficiaries or parties in interest
to this Agreement. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original and all of which shall constitute
one and the same agreement. Each party, at no additional cost to it, shall upon
the reasonable request of the other party, execute and deliver or cause to be
executed and delivered such documents, and perform or cause to be performed
such acts, as may be necessary or desirable in order to fully effectuate the purposes, terms and conditions of this
Agreement, whether at or from time to time after the date hereof. In the event
of any force majeure or acts of God which delay or prohibit any performance
hereunder, then the parties agree to mutually provide for alternative
provisions consistent with the intent of this Agreement. The headings in this
Agreement are only for
convenience and
are not a part of this Agreement.
IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed by
its appropriate authorized representative as of the day and year first above
written.
YYY S.R.L. ........
XYZ L.L.C.
by:_____________________________________ by:______________________
Title:
Title:
EXHIBIT “A” TO SERVICE AGREEMENT
As
contemplated in Paragraph 1 of the Agreement beetween
the parties hereto, the following services shall be provided by XYZ to YYY,
which may be updated or modified from time to time per each work to be
developed by XYZ upon mutual agreement of the parties:
1. Acquisition
and analysis of data relating to financial markets, money markets,
presentations of market analysis, inter........ transmission of data analysis.
2. Consulting
relating to financial markets and exchange currency markets (e.g. US Dollar,
Euro and other currencies).
3. Consulting
as to commodities and portfolio projections and analysis.
4. Consulting
relating to trading system plan, mathematical models to apply to financial
markets and neural ........works design.
