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This Service Agreement - Online Reputation Management is a legally binding document that outlines the terms and conditions between the Servicer and the Customer for the provision of online reputation management services. The importance of this document lies in its ability to establish clear expectations and responsibilities for both parties involved.
The entire document is divided into several sections, each serving a specific purpose. The first section, titled 'Interpretation', provides definitions for key terms used throughout the agreement. This ensures that both parties have a clear understanding of the terminology used.
The second section, titled 'Servicer's Obligations', outlines the responsibilities of the Servicer in providing the online reputation management services. It emphasizes the use of professional knowledge and skill, as well as the need to comply with applicable laws and regulations.
The third section, titled 'Customer's Obligations', highlights the responsibilities of the Customer in promptly providing the necessary data, documents, and information required by the Servicer to perform the services.
The fourth section, titled 'Completion of the Work', emphasizes the importance of timely completion of the services. It provides provisions for the completion date, extensions, and liquidated damages in case of non-completion.
The fifth section, titled 'Service Fees', outlines the payment terms and schedule for the services. It includes provisions for invoicing, due dates, late charges, and reimbursement of expenses.
The sixth section, titled 'Content', addresses the requirement for the Customer to provide certain content or materials necessary for the provision of the services.
The seventh section, titled 'Licenses and Insurance', highlights the need for the Servicer to obtain necessary licenses and maintain appropriate insurance coverage.
The eighth section, titled 'Warranties and Indemnities', establishes the obligations of both parties in promptly reporting any delays, problems, or complaints related to the services. It also outlines the actions to be taken to rectify any defects in the provision of the services.
The ninth section, titled 'Term and Termination', specifies the duration of the agreement and the conditions under which either party can terminate the agreement. It also addresses the consequences of termination.
The tenth section, titled 'Ownership of Materials', clarifies the ownership of materials and intellectual property produced or developed under the agreement.
The eleventh section, titled 'Confidential Information', imposes obligations on both parties to keep confidential any information disclosed during the course of the agreement.
The twelfth section, titled 'Announcements / Publicity', regulates the making of announcements or disclosures related to the agreement.
The thirteenth section, titled 'Amendment', specifies the requirements for any variations or amendments to the agreement.
The fourteenth section, titled 'Assignment', restricts the assignment or sub-contracting of the agreement without prior written consent.
The fifteenth section, titled 'Severability', addresses the treatment of illegal, void, or unenforceable provisions and the negotiation of substitute provisions.
The sixteenth section, titled 'Further Assurance', obligates the parties to perform any further acts or execute additional documents necessary to implement the agreement.
The seventeenth section, titled 'Warranty of Capacity and Power', includes representations and warranties by each party regarding their authority and capacity to enter into and perform the obligations under the agreement.
The eighteenth section, titled 'Force Majeure', exempts the parties from liability for failure or delay in performing their obligations due to causes beyond their reasonable control.
The nineteenth section, titled 'No Rights under Contracts for Third Parties', clarifies that the agreement does not confer any rights on third parties.
The twentieth section, titled 'Arbitration and Proper Law', encourages the parties to resolve disputes amicably and specifies the proper law governing the agreement.
The twenty-first section, titled 'Notices and Service', provides guidelines for the service of notices between the parties.
The twenty-second section, titled 'Counterparts', allows the agreement to be executed in multiple counterparts, with each counterpart considered an original document.
Overall, this Service Agreement - Online Reputation Management is a comprehensive and detailed document that ensures the rights and obligations of both the Servicer and the Customer are clearly defined and understood.
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. In consideration for the full, prompt, and satisfactory performance of all services, the Customer shall pay the Contractor a service fee. The payment schedule and late charges should be clearly defined.
7. The Contractor should keep an exact record of any expenses incurred while performing the services and submit an itemized invoice with proof of purchase and receipt.
8. The Customer should promptly notify the Contractor of any defects in the performance of the services and the Contractor should make reasonable efforts to rectify any such defects.
9. The agreement can be terminated by either party upon written notice, subject to the specified notice period. Termination may occur in case of non-payment, breach of material provisions, or failure to proceed diligently with the services.
10. Upon termination, the Contractor should give up possession of the site and deliver any relevant documents or drawings. The Customer may be liable to pay a fair and reasonable sum for the completed services.
11. All materials and goods delivered to the site become the property of the Customer, while any intellectual property developed under the agreement becomes the sole property of the Customer.
12. Both parties should keep confidential any information disclosed during the agreement, unless required by law or with the other party's written approval.
13. Any announcements or disclosures related to the agreement should be made with the other party's prior written approval.
14. Any variations or amendments to the agreement should be in writing and signed by both parties.
15. The agreement cannot be assigned or sub-contracted without the other party's prior written consent.
16. If any provision of the agreement is deemed illegal, void, or unenforceable, the parties should negotiate a valid substitute provision.
17. Both parties should perform any further acts or execute additional documents necessary to implement the agreement.
18. Each party represents and warrants their capacity and power to enter into and perform the obligations under the agreement.
19. Neither party shall be liable for failure or delay in performing their obligations due to causes beyond their reasonable control.
20. The agreement does not confer any rights on third parties.
21. Any disputes should be resolved amicably, and the proper law governing the agreement should be followed.
22. Notices should be served in accordance with the specified guidelines, using hand delivery, email, or post.
23. The agreement may be executed in multiple counterparts, with each counterpart considered an original document.