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 ………….., Miami FL….. (herein referred to as “ XYZ ”),

and

 YYY  USA Inc., a Florida corporation, with its principal place of business at ……….. Miami, Florida, (herein referred to as “Client”).

 

 

 

 

 

 

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

Studio Legale

Law Firm

www.smaf-legal.com

 

Il documento manca di molte parti, lo studio legale SMAF invia su gentile richiesta una completa copia a titolo di prestazione professionale a pagamento ex artt.17 ss. Cod. Deont. Forense / The document has missing parts; please, consider SMAF law firm allowed to send a you a payable copy according to Italian Forensic Deontology Code.

 

 

20123 MILANO (MI), Italia

Via Monti, 8

tel.:   +(39) 02 006 15 017  

fax:   +(39) 02 700 50 81 00

e-mail: info@smaf-legal.com

 

00198 ROMA (RM), Italia

Via Savoia, 78

tel.:  +39 06 92 938 008

cell.: +39 06 8928 10 51

e-mail: info@smaf-legal.com

 

40123 BOLOGNA (BO), Italia

Via Urbana 5/3

tel.:    +(39) 051 64 40 543

fax.:   +(39) 051 09 52 565

2°fax: +(39) 051 33 70 177

e-mail: misuraca@smaf-legal.com

 

 

 

 

 

 

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.         Billings; Payment.          XYZ  shall bill Client for all services for work to be developed by XYZ for Client in accordance with the terms of this Agreement. Services and work not expressly set forth in Exhibit “A” hereto,  to be developed from time to time as the parties may ask and agree to by writing and upon their mutual agreement, shall be separately invoiced.

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:  ……………….

                                                Miami, Florida 33137

                                               Fax No. ………..

 

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 Florida without regard to conflict of law principles. In the event of any litigation concerning this Agreement or any subject matter hereof, the prevailing party in any such litigation shall be entitled to recover its reasonable attorneys’ fees and costs (at trial and appellate levels) from the other party, and venue for any litigation shall be the state or federal courts sitting in Miami-Dade County, Florida.

 

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:

 

 


 

 

 

EXHIBIT “A” TO SERVICE AGREEMENT

 

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 ………. (……………. USA dollars) for nineteen monthly installments (19), one (1) of which monthly installment shall be put down as security deposit and will be given back on termination of the Contract.  In case of renewal,  rent installments shall be paid monthly.

 

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.