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Document Description
The Contracting Agreement is a legal document that establishes the terms and conditions between two parties, namely the Company and the Contractor. This agreement outlines the services to be performed by the Contractor for the Company, the duration of the agreement, the fees and expenses involved, compliance with laws, contingency plans, responsibilities of the parties, limitations of liability and indemnity, confidentiality, assignment, corporate authority, notices, entire agreement, and the governing law.
The document begins by highlighting the importance of the agreement in establishing a clear understanding between the Company and the Contractor. It emphasizes that the Contractor will provide services to the Company and that the parties may agree to additional services in writing. The agreement clarifies that the Contractor will perform the services as an independent contractor and that no partnership or principal-agent relationship is created.
The agreement also specifies the term of the agreement, stating that the services will be completed by a certain date and that the agreement will terminate one year after the date of signing. It further addresses the fees and expenses, stating that the Company will pay the Contractor according to a mutually agreed payment method and disbursement schedule.
To ensure compliance with laws, both parties agree to abide by all applicable laws, ordinances, codes, and regulations. The Contractor is required to report any material changes in the services or any problems, incidents, accidents, or disruptions that may impact the services. The Contractor is also responsible for obtaining and maintaining the necessary licenses, permits, consents, and approvals.
A contingency plan is mentioned, which requires the Contractor to provide a copy of the plan to the Company and inform the Company of any changes or improvements. The responsibilities of the parties are outlined, with the Company undertaking obligations to facilitate the provision of services and the Contractor agreeing to carry out all obligations and not sub-contract the services.
The agreement includes a limitation of liability and indemnity clause, stating that neither party will be liable for consequential losses, except for breaches of confidentiality. The liability of the Contractor is capped to the amount of service fees received, and the Company agrees to indemnify the Contractor against any liabilities arising from acting as the service provider.
Confidentiality is a crucial aspect of the agreement, with both parties agreeing to keep all information provided confidential and not disclose it to third parties without consent. The agreement acknowledges that damages may not be sufficient for a breach of confidentiality and allows for specific performance or injunctive relief.
The assignment clause states that neither party can assign their rights, obligations, or responsibilities without the written consent of the other party. The agreement also includes provisions for corporate authority, further assurances, notices, and specifies that it is the entire agreement between the parties, superseding any prior agreements.
Finally, the governing law clause determines the jurisdiction and governing law applicable to the agreement. The parties have executed the agreement, signifying their acceptance and understanding of its terms and conditions.
How to use this document?
1. Enter the Contractor's and Customer's information in the agreement, including their principal place of business. This ensures that both parties are clearly identified.
2. Clearly specify the agreed price and completion date of the work to be carried out by the Contractor. This will ensure that both parties are aware of the expectations and deadlines.
3. Clearly describe the type(s) of services to be provided by the Contractor. This ensures that both parties are aware of the scope of work and can avoid any misunderstandings.
4. Both parties should agree on the length of warranty and time of payment after the completion of the work. This ensures that both parties are aware of the payment terms and the length of the warranty.
5. If the work is not completed by the completion date, specify the amount of damages per week that the Customer is entitled to. This ensures that both parties are aware of the consequences of non-completion.
6. The Contractor should report to the Company if there are any material changes in the services or any material problems, incidents, accidents, or disruptions that have a material impact on the services.
7. The Contractor should obtain and maintain the necessary licenses, permits, consents, and approvals to provide the services under the agreement.
8. Provide a copy of the contingency plan to the Company and inform the Company of any changes or improvements. This ensures that the Company is aware of the plan and any updates.
9. The Company agrees to facilitate the provision of services by the Contractor, while the Contractor agrees to carry out all obligations and not sub-contract the services.
10. Both parties should be aware of the limitation of liability and indemnity clause, which limits the liability of each party and specifies that the Company will indemnify the Contractor against any liabilities.
11. Both parties should strictly adhere to the confidentiality clause and not disclose any confidential information provided by the other party without consent.
12. Neither party can assign their rights, obligations, or responsibilities under the agreement without the written consent of the other party.
13. Ensure that all necessary corporate actions have been taken to authorize the execution and consummation of the agreement. Negotiate and execute any additional documents or agreements necessary for the implementation of the agreement.
14. All notices and communications under the agreement should be sent to the appropriate party at the provided contact details.
15. The agreement is the sole agreement between the parties regarding the provision of services and supersedes any prior agreements. Any amendments to the agreement must be made in writing and agreed upon by both parties.
16. The governing law clause determines the jurisdiction and governing law applicable to the agreement. Both parties should be aware of the legal framework within which the agreement operates.
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