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Ely
Ely, Counselor at Law
Category: Legal
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Experience:  Private practice with focus on family, criminal, PI, consumer protection, and business consultation.
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I have to draft a contract with a customer to provide our IT

Resolved Question:

I have to draft a contract with a customer to provide our IT services to. Can you review the contract I am creating?
Submitted: 1 year ago via LawDepot.
Category: Legal
Expert:  Ely replied 1 year ago.
Hello friend. My name is XXXXX XXXXX welcome to JustAnswer. Please note: (1) this is general information only, not legal advice, and, (2) there may be a slight delay between your follow ups and my replies.

I would be happy to do so. You have three ways to get it to me:

1) Copy and paste the text (easiest);
2) Use the paperclip icon in the toolbar window above (if you see it) to attach the file; or
3) email the file to experts@justanswer.com, and reference this link...

http://www.justanswer.com/law/7sdaf-draft-contract-customer-provide.html

...and I will have it forwarded to me. Please note that emailing may take 30 minutes to an hour or so before it is forwarded to me.

This is not an answer, but an Information Request. I need this information to answer your question. Please reply, so I can answer your question. Thank you in advance.
Customer: replied 1 year ago.

Thank you for your response. I am finalizing the contract now. Would you be available in an hour to review?

Expert:  Ely replied 1 year ago.
Friend,

I aim to log off in a little bit, but will keep my smartphone close and once you reply, I will come back online swiftly to review and respond.

In short - yes, yes I will be.
Customer: replied 1 year ago.

I am going to paste it here, but also attach the document.

SERVICE AGREEMENT

THIS SERVICE AGREEMENT (the "Agreement") dated this 28th day of May, 2013

BETWEEN


XXXXXXX of ______________________________, ______________________________, Riyadh, Saudi Arabia
(the "Customer")

- AND -


XXXXXXXXXX Innovations of ______________________________, ______________________________, XXXXXXXXXXXXXXXXXXXXXXXXXX
(the "Service Provider").

BACKGROUND:

  1. A. The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer.
  1. B. The Service Provider is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

Services Provided

  1. 1. The Customer hereby agrees to engage the Service Provider to provide the Customer with services (the "Services") described in Exhibit “A” attached hereto and made a part hereof

Changes and Amendments to Services Provided

  1. 2. The Services will also include any other tasks, which the Parties may agree on within the perdime of a change request form in Exhibit …. The Service Provider hereby agrees to provide such Services to the Customer.

Term of Agreement

  1. 3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.
  1. 4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide sixty (60) days notice to the other Party. In case of Customer terminating, Customer shall pay all fees to Service Provider up until the effective date of termination.

Performance

  1. 5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

  1. 6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in SAR (Saudi Riyals).

Compensation

  1. 7. For the services rendered by the Service Provider as required by this Agreement, the Customer will provide compensation (the "Compensation") to the Service Provider of a fixed amount of SAR 2,656,520.00.
  1. 8. The Compensation will be payable, while this Agreement is in force, according to the following payment terms:
    • o 20% shall be paid at the end of of the contract after all training ... completed
      80% will be paid on monthly basis.

Provision of Extras

    • 9. The Customer agrees to provide, for the use of the Service Provider in providing the Services, the following extras:
  • • Dedicated Project Manager throughout the full duration of the Service, who will be the main contact with the Service Provider’s team to facilitate all types of communications and decision making activities.
  • • Office facilities, telecommunications access and meeting rooms
  • • Support where required in order for Service Provider to obtain all necessary work visas and work permits
  • • Computer hardware, servers, desktops and networking defined in Exhibit …
  • • Software Licenses defined in Exhibit …

Reimbursement of Expenses

    • 11. The Service Provider will be reimbursed from time to time for all reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services hereunder.
    • 12. The Service Provider will furnish statements and vouchers to the Customer for all such expenses

Location of Work

    • 13. Service Provider will appoint a team of consultants who will work both remotely and on-site at Customer’s offices. Resources and locations are defined in Exhibit …
    • 14. Service Provider will be responsible for all costs related to travel and accommodations for any resources defined as “On-Site” resources as defined in Exhibit …
    • 15. Customer will be responsible for all travel and accommodations costs if Customer requested those resources to be on-site

Replacement of Resources

    • 16. Should Customer reasonably be dissatisfied with the quality and/or the performance of any of the individuals designated for the services to be performed under this Agreement, Customer may demand the change of such individual by giving a written notice to Service Provider. Service Provider shall, within thirty (30) calendar days of the receipt of such notice, provide a replacement.

Requests and Approvals

    • 17. Customer will provide all relevant and necessary information to Service Provider within ten (10) calendar days, to aid in the performance of its obligations under this Agreement.
    • 18. Customer will provide access to personnel and records to Service Provider within ten (10) calendar days, to aid in the performance of its obligations under this Agreement
    • 19. Reports, draft documents and materials not commented on by Customer within fifteen (15) business days, will be assumed to be accepted by Customer
    • 20. Customer can reject any part of the delivered Services by notifying Service Provider in writing and including the reasons of rejection
    • 21. Service Provider will stop all work and be eligible to receive compensation for all work completed if Customer stopped responding

Reporting of Progress

    • 22. Service Provider will prepare and submit to Customer progress reports, as shown in Exhibit .., on monthly basis
    • 23. Progress meetings will be held at suitable intervals between Customer and Service Provider personal, either using telecommunications or at Customer premises.

Warrantee

[Not sure basically we want to say that we have one year warantee]

Payment Penalties

    • 24. In the event that the Customer does not comply with the rates, amounts, or payment dates provided in this Agreement, a late payment penalty will be charged as follows:
    • o The Customer will pay a surcharge on any late payment in the amount of 5% of the late amount

Performance Penalties

    • 25. If the Service Provider does not perform the Services within the time frame provided by this Agreement, a performance penalty will be charged as follows:
    • o The Service Provider will incur a deduction of 1% of the amount due for each day of delay up to a total of 10%.

Confidentiality

    • 26. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Customer which would reasonably be considered to be proprietary to the Customer including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Customer and where the release of that Confidential Information could reasonably be expected to cause harm to the Customer.
    • 27. The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Service Provider has obtained, except as authorized by the Customer. This obligation will survive for a period of six (6) months from the termination of this Agreement.
    • 28. All written and oral information and materials disclosed or provided by the Customer to the Service Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Service Provider.

Non-Competition

    • 29. Other than with the express written consent of the Customer, which will not be unreasonably withheld, the Service Provider will not, during the continuance of this Agreement or within six (6) months after the termination of this Agreement, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Customer, divert or attempt to divert from the Customer any business the Customer has enjoyed, solicited, or attempted to solicit, from other individuals or corporations, prior to termination of this Agreement.

Non-Solicitation

    • 30. Any attempt on the part of the Service Provider to induce to leave the Customer's employ, or any effort by the Service Provider to interfere with the Customer's relationship with its employees or other service providers would be harmful and damaging to the Customer.
    • 31. The Service Provider agrees that, during the term of this Agreement, and for a period of six (6) months after the termination of the Agreement, the Service Provider will not in any way directly or indirectly:
    1. a. induce or attempt to induce any employee or other service provider of the Customer to quit employment or retainer with the Customer;
    1. b. otherwise interfere with or disrupt the Customer's relationship with its employees or other service providers;
    1. c. discuss employment opportunities or provide information about competitive employment to any of the Customer's employees or other service providers; or
    1. d. solicit, entice, or hire away any employee or other service provider of the Customer.

Ownership and Return of Property

    • 32. Upon the expiry or termination of this Agreement, the Service Provider will return to the Customer any property, documentation, records, or Confidential Information which is the property of the Customer.
    • 33. Service Provider expressly acknowledges and agrees that any and all proprietary materials, including but not limited to: XXXXX XXXXX diagrams, visual mockups, documentations, created by Service Provider in the scope of providing service hereunder will be owned by Customer

Capacity/Independent Contractor

    • 34. In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Notice

    • 35. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
    1. a. XXXXXXX
      ______________________________
      ______________________________, Washington, _________________________
      Fax: (_____) _______-_____________
      Email: ______________________________
    1. b. XXXXXXXX
      ______________________________
      ______________________________, Washington, _________________________
      Fax: (_____) _______-_____________
      Email: ______________________________

or to such other address as any Party may from time to time notify the other.

Limitation of Liability

    • 36. It is understood and agreed that the Service Provider will not be liable to the Customer, or any agent or associate of the Customer, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement.

Dispute Resolution

    • 37. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
    • 38. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Kingdome of Saudi Arabia. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the Kingdome of Saudi Arabia.

Modification of Agreement

    • 39. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of the Essence

    • 40. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

    • 41. The Service Provider will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer.

Entire Agreement

    • 42. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Titles/Headings

    • 43. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

    • 44. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

    • 45. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Kingdome of Saudi Arabia, without regard to the jurisdiction in which any action or special proceeding may be instituted.

Severability

    • 46. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

    • 47. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 28th day of May, 2013.


XXXXXXXX (Customer)

Per:______________________(SEAL)



______________________________
XXXXXXXX (Service Provider)

Expert:  Ely replied 1 year ago.
Friend,

I am in receipt... please allow me a second to review.
Expert:  Ely replied 1 year ago.
Okay, I have looked it over.

Now keep in mind that this is only general information and not legal advice.

Everything looks more or less fine. I was not expecting this to be something based in Saudi Arabian law, but, this is also fine. One more thing - it may be a good idea to have a MEDIATION CLAUSE in the lease. While not obligatory, a mediation clause is recommended. This is because mediation is a lot cheaper and less costlier than litigation, and, often ends up with the parties agreeing on a settled matter. Also, mediation is much less adverse, in that the parties MEDIATE, and do not battle each other in Court:

The parties herewith agree that each shall forego litigation of any dispute arising out of this agreement and the general relationship between the parties as to this venture and shall first submit the dispute to mediation, first.

The parties shall agree on a third-party mediator for whom the parties shall each pay half of the rate for the mediator’s service. If the parties cannot agree on a mediator, the Court shall assign one. In the event that an agreement is reached at the mediation as to any or all of the issues between the parties, the same may be entered as a judgment in any court having jurisdiction between the parties.


Otherwise the contract looks okay. Keep in mind: In accordance with Islamic law which applies to Saudi Arabia, remedies for contract are restricted to direct and actual damages. Gayle E. Hanlon (2009), "International Business Negotiations in Saudi Arabia", in James R Silkenat, Jeffrey M. Aresty & Jacqueline Klosek eds.. This means that the courts will not recognize economic loss of chance, interest, potential profits and other speculative awards that would normally might be given. Specific performance and injunctive relief are likewise generally unavailable.

Best of luck.

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Customer: replied 1 year ago.

Would you be able to help me organize and unify the language. I started with a general contract from Lawdepot and then added my own stuff. It would be better to have the same language across the entire document.


 


Also, would it be possible to help me figure out how to word this:


When we work with agencies in the middle east one of the common issues we run into is that they disappear for a month or two. This could be because changes in management, holidays, etc. I want to say that if they don't effectively respond to us and give us the information and approvals we need then they will be responsible for compensating us for the cost of holding our team waiting for them, this will be defined as the cost of each resource per hour.

Expert:  Ely replied 1 year ago.
Hello,

Would you be able to help me organize and unify the language. I started with a general contract from Lawdepot and then added my own stuff. It would be better to have the same language across the entire document.

You mean to standardize it? Sure. However, again, because JustAnswer experts cannot draft/edit legal documents for customers, this would be an example only - is this acceptable?

Also, would it be possible to help me figure out how to word this:

When we work with agencies in the middle east one of the common issues we run into is that they disappear for a month or two. This could be because changes in management, holidays, etc. I want to say that if they don't effectively respond to us and give us the information and approvals we need then they will be responsible for compensating us for the cost of holding our team waiting for them, this will be defined as the cost of each resource per hour.


Sure.
Customer: replied 1 year ago.

I am fine with it being an example. I will have my team in the middle east do the final legal review. What would be the additional cost? How should we do this? I think it would be easier to send you the Word document.

Expert:  Ely replied 1 year ago.
Friend,

You mean for the above? No additional cost - I will just include this with my answer. Also, I can go off what you sent me here - no need for a word document. I will need an hour or two to do this; however - is this okay?
Customer: replied 1 year ago.

Yes that's perfect. But if you don't mind could you give me few minutes to do some final edits and also add the mediation clause.

Customer: replied 1 year ago.


SERVICE AGREEMENT


THIS SERVICE AGREEMENT (the "Agreement") dated this 28th day of May, 2013

BETWEEN



Ta'heel of ______________________________, ______________________________, Riyadh, Saudi Arabia
(the "Customer")


- AND -



Wirestorm Innovations of ______________________________, ______________________________, Washington State Limited Liability Corporation
(the "Service Provider").


BACKGROUND:



  1. A. The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer.


  1. B. The Service Provider is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement.



IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:


Services Provided



  1. 1. The Customer hereby agrees to engage the Service Provider to provide the Customer with services (the "Services") described in Exhibit “A” attached hereto and made a part hereof


Changes and Amendments to Services Provided



  1. 2. The Services will also include any other tasks, which the Parties may agree on within the paradigm of a change request form in Exhibit …. The Service Provider hereby agrees to provide such Services to the Customer.


Term of Agreement



  1. 3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.


  1. 4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide sixty (60) days notice to the other Party. In case of Customer terminating, Customer shall pay all fees to Service Provider up until the effective date of termination.


Performance



  1. 5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.


Currency



  1. 6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in SAR (Saudi Riyals).


Compensation



  1. 7. For the services rendered by the Service Provider as required by this Agreement, the Customer will provide compensation (the "Compensation") to the Service Provider of a fixed amount of SAR 2,656,520.00.


  1. 8. The Compensation will be payable, while this Agreement is in force, according to the following payment terms:



    • o Customer will pay 20% or (SAR 531,304.00)of the Compensation after Service Provider successfully delivers and Customer accepts the Services

    • o Customer will pay 80% of the Compensation over a period of six (6) months from the start of the contract, SAR 354,202.66 per month.



Provision of Extras




    • 9. The Customer agrees to provide, for the use of the Service Provider in providing the Services, the following extras:




  • • Dedicated Project Manager throughout the full duration of the Service, who will be the main contact with the Service Provider’s team to facilitate all types of communications and decision making activities.

  • • Office facilities, telecommunications access and meeting rooms

  • • Support where required in order for Service Provider to obtain all necessary work visas and work permits

  • • Computer hardware, servers, desktops and networking defined in Exhibit …

  • • Software Licenses defined in Exhibit …


Reimbursement of Expenses




    • 11. The Service Provider will be reimbursed from time to time for all reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services hereunder.

    • 12. The Service Provider will furnish statements and vouchers to the Customer for all such expenses



Location of Work




    • 13. Service Provider will appoint a team of consultants who will work both remotely and on-site at Customer’s offices. Resources and locations are defined in Exhibit …

    • 14. Service Provider will be responsible for all costs related to travel and accommodations for any resources defined as “On-Site” resources as defined in Exhibit …

    • 15. Customer will be responsible for all travel and accommodations costs if Customer requested those resources to be on-site



Replacement of Resources




    • 16. Should Customer reasonably be dissatisfied with the quality and/or the performance of any of the individuals designated for the services to be performed under this Agreement, Customer may demand the change of such individual by giving a written notice to Service Provider. Service Provider shall, within thirty (30) calendar days of the receipt of such notice, provide a replacement.



Requests and Approvals




    • 17. Customer will provide all relevant and necessary information to Service Provider within ten (10) calendar days, to aid in the performance of its obligations under this Agreement.

    • 18. Customer will provide access to personnel and records to Service Provider within ten (10) calendar days, to aid in the performance of its obligations under this Agreement

    • 19. Reports, draft documents and materials not commented on by Customer within fifteen (15) business days, will be assumed to be accepted by Customer

    • 20. Customer can reject any part of the delivered Services by notifying Service Provider in writing and including the reasons of rejection

    • 21. Service Provider will stop all work and be eligible to receive compensation for all work completed if Customer stopped responding



Reporting of Progress




    • 22. Service Provider will prepare and submit to Customer progress reports, as shown in Exhibit .., on monthly basis

    • 23. Progress meetings will be held at suitable intervals between Customer and Service Provider personal, either using telecommunications or at Customer premises.



Warrantee


Service Provider will support all of the work delivered as part of the Services for one full year from the date the Services are delivered and accepted by customer.



Payment Penalties




    • 24. In the event that the Customer does not comply with the rates, amounts, or payment dates provided in this Agreement, a late payment penalty will be charged as follows:




    • o The Customer will pay a surcharge on any late payment in the amount of 5% of the late amount



Performance Penalties




    • 25. If the Service Provider does not perform the Services within the time frame provided by this Agreement, a performance penalty will be charged as follows:




    • o The Service Provider will incur a deduction of 1% of the amount due for each day of delay up to a total of 10%.



Confidentiality




    • 26. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Customer which would reasonably be considered to be proprietary to the Customer including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Customer and where the release of that Confidential Information could reasonably be expected to cause harm to the Customer.

    • 27. The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Service Provider has obtained, except as authorized by the Customer. This obligation will survive for a period of six (6) months from the termination of this Agreement.

    • 28. All written and oral information and materials disclosed or provided by the Customer to the Service Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Service Provider.



Non-Competition




    • 29. Other than with the express written consent of the Customer, which will not be unreasonably withheld, the Service Provider will not, during the continuance of this Agreement or within six (6) months after the termination of this Agreement, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Customer, divert or attempt to divert from the Customer any business the Customer has enjoyed, solicited, or attempted to solicit, from other individuals or corporations, prior to termination of this Agreement.



Non-Solicitation




    • 30. Any attempt on the part of the Service Provider to induce to leave the Customer's employ, or any effort by the Service Provider to interfere with the Customer's relationship with its employees or other service providers would be harmful and damaging to the Customer.

    • 31. The Service Provider agrees that, during the term of this Agreement, and for a period of six (6) months after the termination of the Agreement, the Service Provider will not in any way directly or indirectly:



    1. a. induce or attempt to induce any employee or other service provider of the Customer to quit employment or retainer with the Customer;


    1. b. otherwise interfere with or disrupt the Customer's relationship with its employees or other service providers;


    1. c. discuss employment opportunities or provide information about competitive employment to any of the Customer's employees or other service providers; or


    1. d. solicit, entice, or hire away any employee or other service provider of the Customer.


Ownership and Return of Property




    • 32. Upon the expiry or termination of this Agreement, the Service Provider will return to the Customer any property, documentation, records, or Confidential Information which is the property of the Customer.

    • 33. Service Provider expressly acknowledges and agrees that any and all proprietary materials, including but not limited to: XXXXX XXXXX diagrams, visual mockups, documentations, created by Service Provider in the scope of providing service hereunder will be owned by Customer




Capacity/Independent Contractor




    • 34. In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.



Notice




    • 35. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:



    1. a. Ta'heel
      ______________________________
      ______________________________, Washington, _________________________
      Fax: (_____) _______-_____________
      Email: ______________________________


    1. b. Wirestorm
      ______________________________
      ______________________________, Washington, _________________________
      Fax: (_____) _______-_____________
      Email: ______________________________


or to such other address as any Party may from time to time notify the other.


Limitation of Liability




    • 36. It is understood and agreed that the Service Provider will not be liable to the Customer, or any agent or associate of the Customer, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement.



Mediation




    • 37. The Parties herewith agree that each shall forego litigation of any dispute arising out of this agreement and the general relationship between the parties as to this venture and shall first submit the dispute to mediation, first.

    • 38. The parties shall agree on a third-party mediator for whom the parties shall each pay half of the rate for the mediator’s service. If the parties cannot agree on a mediator, the Court shall assign one. In the event that an agreement is reached at the mediation as to any or all of the issues between the parties, the same may be entered as a judgment in any court having jurisdiction between the parties.



Dispute Resolution




    • 39. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.

    • 40. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Kingdome of Saudi Arabia. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the Kingdome of Saudi Arabia.



Modification of Agreement




    • 41. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.



Time of the Essence




    • 42. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.



Assignment




    • 43. The Service Provider will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer.



Entire Agreement




    • 44. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.



Titles/Headings




    • 45. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.



Gender




    • 46. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.



Governing Law




    • 47. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Kingdome of Saudi Arabia, without regard to the jurisdiction in which any action or special proceeding may be instituted.



Severability




    • 48. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.



Waiver




    • 49. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.



IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 28th day of May, 2013.













Ta'heel (Customer)

Per:______________________(SEAL)
















______________________________
Wirestorm (Service Provider)



Expert:  Ely replied 1 year ago.
Okay, thank you. I will reply by this evening.
Customer: replied 1 year ago.

Thanks a lot for all the support.

Expert:  Ely replied 1 year ago.
Whatever was added is bolded. Some grammar was fixed and some verbiage taken out (no bolding).

SERVICE AGREEMENT

THIS SERVICE AGREEMENT (the "Agreement") dated this 28th day of May, 2013

BETWEEN

Ta'heel of ______________________________, ______________________________, Riyadh, Saudi Arabia
(the "Customer")

- AND -


Wirestorm Innovations of ______________________________, ______________________________, Washington State Limited Liability Corporation
(the "Service Provider").

BACKGROUND:

A. The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer.

B. The Service Provider is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement as well as other described and legal consideration, the receipt and sufficiency of which is hereby acknowledged, the Customer and the Service Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

Services Provided

1. The Customer hereby agrees to engage the Service Provider to provide the Customer with services (the "Services") described in Exhibit “A” attached hereto and made a part hereof

Changes and Amendments to Services Provided

2. The Services will also include any other tasks, which the Parties may agree on within the paradigm of a change request form in Exhibit__. The Service Provider hereby agrees to provide such Services to the Customer.

Term of Agreement

3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.

4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide sixty (60) days notice to the other Party. In case of Customer terminating, Customer shall pay all fees to Service Provider up until the effective date of termination.

Performance

5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in SAR (Saudi Riyals).

Compensation

7. For the services rendered by the Service Provider as required by this Agreement, the Customer will provide compensation (the "Compensation") to the Service Provider of a fixed amount of SAR 2,656,520.00.

8. The Compensation will be payable, while this Agreement is in force, according to the following payment terms:

o Customer will pay 20% or (SAR 531,304.00)of the Compensation after Service Provider successfully delivers and Customer accepts the Services

o Customer will pay 80% of the Compensation over a period of six (6) months from the start of the contract, SAR 354,202.66 per month.

Provision of Extras

9. The Customer agrees to provide, for the use of the Service Provider in providing the Services, the following extras:

• Dedicated Project Manager throughout the full duration of the Service, who will be the main contact with the Service Provider’s team to facilitate all types of communications and decision making activities.

• Office facilities, telecommunications access and meeting rooms

• Support where required in order for Service Provider to obtain all necessary work visas and work permits

• Computer hardware, servers, desktops and networking defined in Exhibit …

• Software Licenses defined in Exhibit …

Reimbursement of Expenses

10. The Service Provider will be reimbursed from time to time for all reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services hereunder.

11. The Service Provider will furnish statements and vouchers to the Customer for all such expenses

Location of Work

12. Service Provider will appoint a team of consultants who will work both remotely and on-site at Customer’s offices. Resources and locations are defined in Exhibit …

13. Service Provider will be responsible for all costs related to travel and accommodations for any resources defined as “On-Site” resources as defined in Exhibit …

14. Customer will be responsible for all travel and accommodations costs if Customer requested those resources to be on-site

Replacement of Resources

15. Should Customer reasonably be dissatisfied with the quality and/or the performance of any of the individuals designated for the services to be performed under this Agreement, Customer may demand the change of such individual by giving a written notice to Service Provider. Service Provider shall, within thirty (30) calendar days of the receipt of such notice, provide a replacement.

Requests and Approvals

16. Customer will provide all relevant and necessary information to Service Provider within ten (10) calendar days, to aid in the performance of its obligations under this Agreement.

17. Customer will provide access to personnel and records to Service Provider within ten (10) calendar days, to aid in the performance of its obligations under this Agreement

18. Reports, draft documents and materials not commented on by Customer within fifteen (15) business days, will be assumed to be accepted by Customer

19. Customer can reject any part of the delivered Services by notifying Service Provider in writing and including the reasons of rejection

20. Service Provider will stop all work and be eligible to receive compensation for all work completed if Customer stopped responding

Reporting of Progress

21. Service Provider will prepare and submit to Customer progress reports, as shown in Exhibit .., on monthly basis

22. Progress meetings will be held at suitable intervals between Customer and Service Provider personal, either using telecommunications or at Customer premises.

Warranty

Service Provider will support all of the work delivered as part of the Services for one full year from the date the Services are delivered and accepted by customer.

Payment Penalties

23. In the event that the Customer does not comply with the rates, amounts, or payment dates provided in this Agreement, a late payment penalty will be charged as follows:

o The Customer will pay a surcharge on any late payment in the amount of 5% of the late amount


Performance Penalties

24. If the Service Provider does not perform the Services within the time frame provided by this Agreement, a performance penalty will be charged as follows:

o The Service Provider will incur a deduction of 1% of the amount due for each day of delay up to a total of 10%.

Confidentiality

25. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Customer which would reasonably be considered to be proprietary to the Customer including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Customer and where the release of that Confidential Information could reasonably be expected to cause harm to the Customer.

26. The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Service Provider has obtained, except as authorized by the Customer. This obligation will survive for a period of six (6) months from the termination of this Agreement.

27. All written and oral information and materials disclosed or provided by the Customer to the Service Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Service Provider.

Non-Competition

28. Other than with the express written consent of the Customer, which will not be unreasonably withheld, the Service Provider will not, during the continuance of this Agreement or within six (6) months after the termination of this Agreement, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Customer, divert or attempt to divert from the Customer any business the Customer has enjoyed, solicited, or attempted to solicit, from other individuals or corporations, prior to termination of this Agreement.

Non-Solicitation

29. Any attempt on the part of the Service Provider to induce to leave the Customer's employ, or any effort by the Service Provider to interfere with the Customer's relationship with its employees or other service providers would be harmful and damaging to the Customer.

30. The Service Provider agrees that, during the term of this Agreement, and for a period of six (6) months after the termination of the Agreement, the Service Provider will not in any way directly or indirectly:

a. induce or attempt to induce any employee or other service provider of the Customer to quit employment or retainer with the Customer;

b. otherwise interfere with or disrupt the Customer's relationship with its employees or other service providers;

c. discuss employment opportunities or provide information about competitive employment to any of the Customer's employees or other service providers; or

d. solicit, entice, or hire away any employee or other service provider of the Customer.

Ownership and Return of Property

31. Upon the expiry or termination of this Agreement, the Service Provider will return to the Customer any property, documentation, records, or Confidential Information which is the property of the Customer.

32. Service Provider expressly acknowledges and agrees that any and all proprietary materials, including but not limited to: XXXXX XXXXX diagrams, visual mockups, documentations, created by Service Provider in the scope of providing service hereunder will be owned by Customer

Capacity/Independent Contractor

33. In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Notice

34. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:

a. Ta'heel
______________________________
______________________________, Washington, _________________________
Fax: (_____) _______-_____________
Email: ______________________________

b. Wirestorm
______________________________
______________________________, Washington, _________________________
Fax: (_____) _______-_____________
Email: ______________________________


or to such other address as any Party may from time to time notify the other.

Limitation of Liability

35. It is understood and agreed that the Service Provider will not be liable to the Customer, or any agent or associate of the Customer, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement.

Mediation

36.The parties herewith agree that each shall forego litigation of any dispute arising out of this agreement and the general relationship between the parties as to this venture and shall first submit the dispute to mediation, first.

The parties shall agree on a third-party mediator for whom the parties shall each pay half of the rate for the mediator’s service. If the parties cannot agree on a mediator, the Court shall assign one. In the event that an agreement is reached at the mediation as to any or all of the issues between the parties, the same may be entered as a judgment in any court having jurisdiction between the parties.

Continuous Communication and Timeliness

The parties agree to timely communicate with the other party during execution of work for this Agreement. Said communication includes but is not limited to telephone conversations, voice mail, electronic mail, facsimile, and/or VOIP communication, video and audio. In recognition that communication and timeliness of it is essential, a party failing to respond to a communication within 24 hours, every additional hour after 24 hours shall be at a cost of ______ to the party that requires the return communique.



Dispute Resolution

37. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation before initiating mediation and/or litigation.

38. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Kingdom of Saudi Arabia. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the Kingdom of Saudi Arabia.

Modification of Agreement

39. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Assignment

40. Neither party will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the other party.

Entire Agreement

41. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Titles/Headings

42. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

43. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

44. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Kingdome of Saudi Arabia, without regard to the jurisdiction in which any action or special proceeding may be instituted.

Severability

45. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

46. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.


Otherwise, the contract looks fair okay - the verbiage is fairly standard.

I hope this helps and clarifies.

Gentle Reminder: Please use the REPLY button to keep chatting, or RATE and submit your rating when we are finished.

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