SERVICE AGREEMENT
THIS AGREEMENT (the Agreement) made as of the 1st
day of June, 200.., by and between .............
............., INC., with its principal place of business at
..,
and
YYY USA Inc., a
WITNESSETH:
WHEREAS,
XYZ provides certain showroom space and related services to Client, as better
identified hereinafter, also to use as business and administrative seat of
Client, and Client is desirous to engaging XYZ to provide such services to
Client as contemplated in this Agreement.
IL DOCUMENTO Θ INCOMPLETO, A RICHIESTA
SARΐ INVIATA UNA COPIA COMPLETA (artt.17
ss Cod.Deont.) STUDIO
MISURACA &
Associati/Associates
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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:
1. Services. XYZ shall provide to Client the services set forth in
Exhibit A attached hereto and made a part hereof. For any service, not expressly set forth in
Exhibit A above, the parties shall previously outline in writing the details
of such work, the compensation to be paid to XYZ and the payment terms of
Client. Client, at no cost to XYZ ,
shall timely provide XYZ appropriate and
accurate data and information as XYZ may from time to time request of Client in
order for XYZ to perform hereunder.
2.
Invoicing shall be monthly
delivered and shall include information, identifying performed services as
above indicated.
The parties expressly agree that Client shall
pay in advance to XYZ an amount of nineteen (19) monthly installments for rent
(Attached A), equal to USD
.., one
(1) monthly installment of which shall be put down as security deposit and
shall be given back on termination of the Contract. The Client pledges to promptly pay to XYZ , for fixed services rendered by XYZ to
Client upon the Contract and regulations of Exhibit A, rent excluded, a monthly compensation of
.dollars (USD
), on beginning of every month. Also
the parties expressly agree that the Client shall pay expenses in advance
initial cost one time for office installation, which comprises: computer,
monitor, fax, printing, telephones, office tools, writing desk and chairs, etc,
equal to
..dollars (USD
).
In the
event Client does not timely pay XYZ any of the foregoing fees and XYZ should
incur any late charges or similar costs, then Client shall also pay XYZ for any
such charges or costs so incurred by XYZ
, in addition to payment to XYZ for interest on any unpaid invoice balances
from the appropriate due date until paid in full at the prime rate on such due
date as reported by The Wall Street Journal.
3. Term. The term of this Agreement (the Term) shall commence as of the
date hereof and shall continue for thirty-six (36) months therefrom.
This Agreement shall not be terminated by the parties during the first eighteen
(18) months of the Term except as specifically set forth in Section 10
hereof. Either party, in its sole
discretion, may terminate this Agreement without cause at the end of the
eighteen (18th) month of the Term upon no less than ninety (90) days written
notice to the other party prior to the end of such eighteenth (18th) month;
provided, however, if such written notice is not so timely given, then this
Agreement shall automatically continue for the remaining eighteen (18) months
of the Term. Upon any termination of this Agreement, XYZ shall be promptly paid
for all work and services through the termination date and XYZ shall return to
Client all rent installments and data and information previously furnished by
Client 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
reasonable inspection by a duly authorized representative of Client 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, including those set forth on
Exhibit A hereto.
6. Representations and Warranties;
Covenants.
(a) XYZ
represents and warrants to Client that it is an 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, providing services to Client 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) Client represents and
warrants to XYZ that it is an 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 or to be 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
Client hereunder.
7. Notices. Any notices, statements, or other
communications required or necessary 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 (with transmission proof of such fax
transmission), 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 :
............. ............., Inc.
Attention:
.
If to Client: YYY USA Inc.
Attenzione
di
.
..
Miami Florida
Fax
N
..
8. Governing Law; Dispute; Venue. This Agreement shall be governed by and
construed under the internal laws of the State of
9. 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.
The
Contract cannot be assigned by neither party without prior written approval of
counterpart.
10. 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.
Anyway,
the Contract may be immediately terminated, by either parties, in the event
that the other party has gone bankrupt or is subjected to any bankruptcy
proceeding or ceases production.
11. Miscellaneous. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective legal
representatives, successors and permitted 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, and as to other language
version of this Agreement the English text version shall be the only governing
and valid one; fax signatures to this Agreement shall also constitute a binding
agreement between the parties. 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 major 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.
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.
XYZ Client
............. .............,
INC.
YYY INC.
By:
______________________________
By:
_____________________________
Name and Title: Name
and Title:
As contemplated in the Agreement between the parties
hereto, the following fixed services shall be provided by XYZ to Client:
1) rent:
space showroom, administrative and business seat in
of sqf 500. In
accordance with Section 2 for above
mentioned Agreement Client will pay in advance to XYZ an amount equal to
$........ (
..USD) each square foot per year, for a total of USD
. (
.
2)
services of management comprehensive of:
- reception
-
secretary and book-keeping
-
electricity
-
telephone and fax
-
insurance against theft and fire
- other and general expenses.
In
accordance with Section 2 for fixed services set forth above, the total cost is
USD
. (
. US dollars). Also, as set
forth in Section 2 of the Contract, the parties expressly agree that Client
shall pay expenses in advance, as initial
and one time cost for office installation, which comprises: computer,
monitor, fax, printing, telephones, office tools, writing desk and chairs,
etc., equal to
dollars (USD
).
The
parties agree that above mentioned expenses shall not include furniture
delivery and installation costs, nor advertising and storage.