Customer Service Agreement 
                  

BACKGROUND

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

  2. The Provider is agreeable to providing business services to the Client on the terms and conditions

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 Client and the Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

 

SERVICES PROVIDED

  1. The Client hereby agrees to engage the Provider to provide the Client with the following services (the "Services"):

    • Business Management Services

  2. The Services will also include any other tasks which the Parties may agree on. The Provider hereby agrees to provide such Services to the Client.

 

TERM OF AGREEMENT

  1. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

  2. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 5 days' written notice to the other Party.

  3. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party

 

 

 

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may terminate this Agreement immediately and require the defaulting Party to indemnify the non- defaulting Party against all reasonable damages.

  1. This Agreement may be terminated at any time by mutual agreement of the Parties.

  2. Except as otherwise provided in this Agreement, the obligations of the Provider will end upon the termination of this Agreement.

  3. The Provider may terminate agreement is Client or business associates participates in any illegal activities.

  4. The Provider has the unilateral right to terminate agreement or take punitive action against the Client in the event that the Client engages in reprehensible behavior or conduct that may negatively impact the company.

 

PERFORMANCE

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

 

CURRENCY

  1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

 

COMPENSATION

  1. The Provider will charge the Client for the Services on a transactional basis:

  2. Invoices submitted by the Provider to the Client are due upon receipt.

  3. In the event that this Agreement is terminated by the Provider prior to completion of the Services but where the Services have been partially performed, the Client will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Client.

  4. In the event that this Agreement is terminated by the Client prior to completion of the Services and after the buyer’s remorse term of (15 days), the Provider will be entitled to full payment provided that there has been no breach of contract on the part of the Provider.

REIMBURSEMENT OF EXPENSES

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

  2. All expenses must be pre-approved by the Client.

 

INTEREST ON LATE PAYMENTS

  1. Interest payable on any overdue amounts under this Agreement is charged at a rate of 15.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

 

CONFIDENTIALITY

  1. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in

 

 

the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

  1. The Provider agrees that they will not disclose, divulge, reveal, report, or use, for any purpose, any Confidential Information which the Provider has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.

  2. All written and oral information and material disclosed or provided by the Client to the 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 Provider.

OWNERSHIP OF INTELLECTUAL PROPERTY

  1. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Provider. The Client is granted a non-exclusive limited-use license of this Intellectual Property.

  2. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Provider.

 

RETURN OF PROPERTY

  1. Upon the expiration or termination of this Agreement, the Provider will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

 

CAPACITY/INDEPENDENT PROVIDER

  1. In providing the Services under this Agreement it is expressly agreed that the Provider is acting as an independent Provider and not as an employee. The Provider and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Provider during the Term. The Provider is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Provider under this Agreement.

 

RIGHT OF SUBSTITUTION

  1. Except as otherwise provided in this Agreement, the Provider may, at the Provider's absolute discretion, engage a third-party sub-Provider to perform some or all of the obligations of the Provider under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

  2. In the event that the Provider hires a sub-contractor:

 

 

  • the Provider will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Provider.

  • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Provider.

 

AUTONOMY

  1. Except as otherwise provided in this Agreement, the Provider will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Provider will work autonomously and not at the direction of the Client. However, the Provider will be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT

  1. Except as otherwise provided in this Agreement, the Provider will provide at the Provider’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

  1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

 

NOTICE

  1. 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 at the following addresses:

 

  1. Anuncia LLC

18 Campus Boulevard Suite, Newtown Square, PA 19073

 

or to such other address as either Party may from time to time notify the other and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

INDEMNIFICATION

  1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the

 

 

indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

  1. 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

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

 

ASSIGNMENT

  1. The 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 Client.

 

ENTIRE AGREEMENT

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

 

ENUREMENT

  1. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.

 

GOVERNING LAW

  1. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

 

SEVERABILITY

  1. 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

  1. 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.