INDEX

PartiesClauses

1. Object2. Duration3. Price4. Terms of payment 5. Travel Expenses6. Obligations of the Service Provider7. Obligations of the Client8. Contacts9. Amendments or extensions to Services 10. Subcontracting11. Responsibility12. Penalty for delays13. Termination of contract 14. Confidentiality15. Warranty16. Legal situation17. Non-existence of labour relationship18. Amendments19. Applicable law and competent jurisdiction

SignaturesAnnexes

This contract determines the commercial relationship arising from the supply of services from one party (Service Provider) to the other (Client).

The contract is drafted in a way that can be used for the supply of a wide range of services: business management, engineering, technology, software and web services, advertising and design, marketing research, education and training, etc.

In the most important aspects of the contract (duration, terms of payment, expenses, obligations of the Service Provider, applicable law and competent jurisdiction, etc.) a number of alternatives have been provided, for the most appropriate one to be selected according to who writes the contract (the Service Provider or the Client).

Nº of pages: 8 + 3 (User Guide)Format: WordLanguage: English

MODEL OFSERVICE PROVIDER CONTRACT

www.globalnegotiator.com

SERVICE PROVIDER CONTRACT

DATE:...............................................................................................................................................

BETWEEN:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is .............................. , represented by ............................................... [first name and surname, position] (hereinafter referred to as the "Service Provider”),

AND:

............................. [company legal name] whose registered office is at ................................. [address, city and country] and registration/fiscal number is .......................... , represented by .................................. [first name and surname, position] (hereinafter referred to as the "Client”).

DECLARE THAT:

I. The Service Provider’s main activity is ............................... and possesses the knowledge, human resources and equipment necessary to provide the required services.

II. The Costumer is a company wishing to contract the services offered by the Service Provider.

III. Both parties undertake to observe the following contract:

1. OBJECT

The Service Provider undertakes to provide the services set out in Annex 1 (hereinafter “the Services”) under the terms and conditions established in the present Contract.

2. DURATION

Alternative A. The Services covered by the present Contract shall be effected within a period of no more than ......... [days, months, years) as from the date of signing of the present Contract. On completion of the Services, both Parties shall reach explicit agreement as to its renewal as well as to the Contract conditions.

Alternative B. The Service Provider shall effect the Services covered by the present Contract throughout a period of .......... [days, months, years] as from the signing of the present

2

Contract. On completion of this period, unless either Party has manifestly expressed otherwise, the present Contract shall be considered renewed by both Parties.

3. PRICE

The price which the Client shall pay the Service Provider for the implementation of the Services covered by the present Contract is ................... [insert amount and currency]. This price does not include indirect taxation applicable according to the current laws. The price shall be established according to the descriptions of Services and fees set out in Annex 1 of the present Contract. In case of amendment or extension of such services, the Client and Service Provider undertake to negotiate new prices for the Services provided.

4. TERMS OF PAYMENT

The price shall be paid according to the following terms:

Alternative A. The Client shall pay ........ % of the price on signing the present Contract and the rest shall be paid on completion of the Services provided.

Alternative B. the Client shall pay .......... % on signing the present Contract, ......... % on the ............................... [date], and ........ % on completion of the Services provided.

Alternative C. The Client shall pay within ......... calendar days the invoices which the Service Provider sends ................ [weekly, monthly, quarterly] for the Services provided over that same period.

Alternative D. The Client shall pay for the Services by means of monthly installments, of equal amount and at month’s ......... [beginning/end] until the completion of the present Contract.

5. TRAVEL EXPENSES

Alternative A. All travel expenses incurred by the Service Provider (journeys, board and lodgings) necessary for compliance with the present Contract shall be met by the Client. Such expenses shall be paid, after due presentation of documents justifying such expenses, within ......... calendar days.

Alternative B. All travel expenses incurred by the Service Provider, necessary for compliance with the present Contract, shall be met by the Service Provider itself.

Alternative C. All travel expenses incurred by the Service Provider, necessary for compliance with the present Contract, shall be included in the price and appear in detail in Annex 2.

6. OBLIGATIONS OF THE SERVICE PROVIDER

The Service Provider shall possess the human and technical resources necessary for the correct implementation of the Services within the term and under the conditions established in the present Contract.

3

Alternative A. The Service Provider undertakes to commence the provision of the Service no more than ......... days after the signing of the present Contract.

Alternative B. The Service Provider shall deliver to the Client, in a period of no more than ......... calendar days after the signing of the present Contract, a preliminary report specifying the actions to be taken and periods of time necessary for compliance with the Contract.

Alternative C. The Service Provider shall observe strictly the schedule of actions and periods of time as set out in Annex 3 of the present Contract.

7. OBLIGATIONS OF THE CLIENT

The Client undertakes to supply the Service Provider with all the information necessary for compliance with the present Contract. The Client shall also make itself available for meetings with the Service Provider as many times as may be necessary throughout the term of the present Contract.

8. CONTACTS

In order to comply with their contractual obligations, the Parties may appoint the following persons to be responsible for the Service as well as to clarify any doubts, technical queries or incidents which may arise during the provision of Services:

- On behalf of the Service Provider: .................... [name, telephone, e-mail and postal address].

- On behalf of the Client: .............................. [name, telephone, e-mail and postal address].

9. AMENDMENTS OR EXTENSIONS TO SERVICES

Should the Client or Service Provider wish to make amendments or extensions to the Service covered by the present Contract at any time, both Parties must negotiate as to the limits of such amendments or extensions. All agreements adopted through such negotiation, whether pertaining to new aspects of service or price, must be set down in written form.

10. SUBCONTRACTING

Alternative A. The Service Provider shall not subcontract to any person or company the provision of Services as set out in Annex 1 of the present Contract without the express consent of the Client.

Alternative B. The Service Provider may subcontract to other persons or companies some of the Services set out in Annex 1 of the present Contract on condition that the Client is informed to that end. The Service Provider shall be responsible for the actions of such subcontracted agents under the same terms as those undertaken by itself.

11. RESPONSIBILITY

4

Either Party shall be held responsible for negligence or default of the obligations established in the present Contract which may cause damages or hindrance to the other Party. The Party which suffers any sort of damage or hindrance from its counterpart is entitled to compensation for such damages.

12. PENALTY FOR DELAYS

The Service Provider shall pay the Client the amount of ....................................... [ currency] for each [day/month/year] of delay in the provision of Services covered by the present Contract.

13. TERMINATION OF CONTRACT

Either Party is entitled to terminate the present Contract in case of serious default of contractual obligations or in exceptional circumstances which justify its termination, such as: (a) bankruptcy or insolvency of either Party; (b) default of important obligations, in particular the payment within the agreed period of time; (c) change of ownership of either Party which may affect the results which the other Party may reasonable expect to obtain from the present Contract. Similarly, the Contract may be terminated should the person responsible for the Service appointed by the Service Provider, Mr./Ms. ....................................... , no longer be employed in the company acting as Service Provider. In all cases, and as a requirement prior to the termination of the Contract by either Party, the defaulting Party shall be notified as to the nature of the default and given a period of ........ [7, 15, 30, 60] calendar days thereafter in which to make good such default. After the said period, the Contract may be terminated. Where applicable, the default of any contractual obligation by one Party entitles the other Party to compensation for damages caused.

14. CONFIDENTIALITY

The Service Provider undertakes to keep strict confidentiality as to the information and documentation provided by the Client throughout the term of the present Contract and for ......... [1, 2, 3, 5] years after its completion. Similarly, it undertakes not to reveal any knowledge or information acquired about the Client either directly or indirectly. On completion of the present Contract, the Service Provider shall destroy all information held in any file or database, or printed or otherwise recorded in any way.

15. WARRANTY

The Services Provider guarantees to the Client that it possesses all necessary licenses and authorizations required by applicable legislation, to comply with the requirements of the present Contract. The Service Provider guarantees that it possesses an insurance policy which covers any compensation it may have to make to the Client for incorrect and/or irregular provision of Services.

16. LEGAL SITUATION

5

Throughout the term of the present Contract, the Client may request the Service Provider to facilitate copies of any document certifying that the latter complies with its legal, labour and tax obligations toward the appropriate authorities or any other legally entitled third party.

17. NON-EXISTENCE OF LABOUR RELATIONSHIP

Both Parties declare that no labour relationship exists at any time between the Service Provider and the Client. The Service Provider declares that all technical staff involved in providing the Service are legally contracted and that all applicable labour legislation is correctly observed. The Client shall not contract directly or through third parties any employee of the Service Provider under any circumstances until the completion of the present Contract and for ................................... [1, 2, 3] years after its completion; otherwise it is established that compensation of ................................. [insert amount] shall be paid to the Service Provider for each person contracted.

18. AMENDMENTS

No amendment or addition to the present Contract shall be valid unless agreed in writing by both Parties.

19. APPLICABLE LAW AND COMPETENT JURISDICTION

The Parties shall exercise their best efforts to resolve by negotiation any dispute, controversy o difference between them arising out or relating to this Contract.

If the dispute is not be resolved by direct negotiation, it will be finally settled by:

Alternative A. legal proceedings in the Courts of ……..........……… [insert country] and, specifically, to those of the town/city where the ................ [Client or Service Provider] has its registered offices, except if the......................... [Client or Service Provider], if it were the complainant, were to bring its claim before the Courts of the town/city where the other Party has its registered offices.

Alternative B. The Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be ........... [city and country] and the proceedings shall be carried out in the ………… language.

Both Parties declare their conformity to the present Contract, which is signed on ...... [ insert number, usually 4] copies, each of which is considered original.

This Contract enters into force the date written above.

Signed by a duly authorized representative of the Service Provider and of the Client.

6

At …………......, on …… of .................., .........

For and on behalf of the Service Provider For and on behalf of the Client

________________________________ _________________________________Mr./Mrs. ................................................ Mr./Mrs................................................................................................... [position] ................................................. [position]

7

ANNEX 1. SERVICES COVERED BY THE CONTRACT AND FEES(Clauses 1, 3 and 10)

Description of services contracted Fees

ANNEX 2. TRAVEL EXPENSES(Clause 5)

Concept Date Amount

ANNEX 3. PLAN OF ACTION(Clause 6)

Action Date

© Copyright Global Marketing Strategies (ISBN 978-84-92570-77-5)

8

Contracts drafted by the legal experts of Global Negotiator cover all relevant aspects that are negotiated and agreed in the different types of business between companies. However, when these contracts are used you should take into account some recommendations common to all of them that are described in this User Guide. DATE

The date when the contract comes into force is the one that appears in its header, as mentioned in the final paragraphs of the contract, before signatures (This Contract comes into force on the date written above).

In some contracts -for example in the Supply Contract- the date of coming into force is also mentioned in one of the clauses. In these cases you have to verify that the two dates inserted in the contract (in the heading and in the corresponding clause) are the same, in order to avoid discrepancies.

PARTIES

Be sure to insert in the first page of the contract the full details of the Parties:

When a Party is a company you must insert the following information: legal name, legal form (limited, incorporated, etc.), full address, registration data and fiscal identification number.

When a Party is an individual that works as independent professional (for example a commercial agent) you must insert the following information: full name, profession, full address and fiscal identification number.

CLAUSES

Clauses with different alternatives: choose the most favorable

In the most important clauses of each contract (exclusivity, payment terms, applicable law and competent jurisdiction, etc.) several drafting alternatives are proposed so you can choose the most appropriate to each situation. Therefore, the user before submitting the contract to the other Party must choose the alternatives that seem best suited to their interests, and eliminate the rest. Clauses with blank spaces to be completed

In several clauses of the contract blank spaces appear with dots (.......................) that the user has to complete inserting text. Following the dots, between brackets, you will see the data and explanations to insert the text.

When the text between brackets is in normal letters (the same as the contract) and separated by "," or the word "o", the user must insert one of the options suggested.

9

USER GUIDE

Example of blank space (........) with options to select between brackets:

Orders handled before completion of the present Contract which produce sales transactions within .......... [1, 2, 3, 6] months shall entitle the Agent to receive the corresponding commission. In this case the user must choose between options 1, 2, 3 or 6 months and insert one in the blank space (........).

When the text between brackets is in italics the user has to insert the data and information requested and eliminate the bracketed text.

Example of blank space - (.........) to insert text:

Both parties, by mutual consent, resolve to refer any dispute to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be ........... [city and country]. In this case the user must insert in the blank space (...........) the city and country chosen to conduct the arbitration and afterwards eliminate the bracketed text [city and country].

Notices Clause

Sometimes it may happen that the official address of the Parties which appear at the beginning of the contract is different from which is to be used for communications between the Parties during the terms of the contract. In this case the user should include at the end of the contract a Notices Clause.

Example of Notices Clause:

Notices. - In order to comply with their contractual obligations, the Parties establish the following address for the provision of notices related to this contract:- Party 1 ............................................................. [insert full address].- Party 2 .............................................................. [insert full address].

ANNEXES

The contracts incorporate some Annexes, each of them, referenced to the corresponding Clause. Annexes are drafted in commonly used formats, although the user must adapt these formats and the text inserted in them to each particular situation.

SIGNATURES

People who sign

Persons signing the contract on behalf of the company must have the authority to do so and preferably, be entitled on the basis of a power of attorney. Below the signature, in addition to the full name of the person that signs his/her position must be inserted. When one of the Parties who signs is a natural person (for example a commercial agent in a Agency Contract) obviously he or she is the person that has to sign the contract.

The laws of some countries require that contracts, to be valid, shall be signed in front of witnesses or a public notary. Therefore, before signing a contract you should be informed about the requirements that may exist in each country.

10

Place and date of signature

Usually contracts are signed by both Parties on the same date and place. Nevertheless, in international contracts, due to physical distance, it is common that each of the Parties sign in different dates and places. This contract provides for both alternatives so it comes to choosing the most appropriate to each situation.

Number of copies

Usually, the Parties sign two copies of the contract, each Party retaining one of them, but cal also arise the need to sign more copies. In this case all you have to do is mention explicitly the number of copies to be signed in the paragraph that is included at the end of the contract (Both Parties declare their conformity to the present contract, which is signed in ...... copies, each of which shall be considered an original).

GENERAL RECOMMENDATIONS

The Parties must sign all pages of the contract, including Annexes, so they are also valid. It is better to use ball point or pen (not pencil) in a color other than black (e.g.: blue); this makes it easier to distinguish an original document from a photocopy.

It is preferable (although no mandatory) to express sums of money and percentages in words and figures. Of course, the words and figures for a given amount must match exactly. You also must insert the currency in which the amounts are expressed. It is advisable to use the rules establish by ISO that name each currency by three capital letters (EUR for euro, USD for dollar, GBP for sterling pound, JPY for Japanese yen, etc. - you can get the acronyms of every currency in the website www.oanda.com).

Once you have chosen the best alternatives of each clause and have completed the blank spaces you should revise the whole contract to remove remaining paragraphs and correct any errors.

LEGAL WARNING

Depending upon your particular situation this contract might not meet your needs and requirements. In case of doubt, you should consult a legal advisor. Global Marketing Strategies, S.L. as publisher and copyright holder of this contract disclaims all warranties, whether express or implied, respecting the legal content of this contract. For any claims arising out or in connection with the use of this contract, Global Marketing Strategies shall be limited to a refund of the purchase price.

11

12

13