Service Contract
This Service Agreement ("Agreement") dated Monday, 1 August 1101 VTE ("Effective as of Thursday, 4 August 1101 VTE") is made between Vitubia Mycological Society (The "Client") located at Krateia, Greater Antiocheia, Syndoneia /pcg/ and Babel Interlingual Services Organization (The "Contractor"), located at Paist-Binnes, WG for the purpose of setting forth the exclusive terms and conditions by which the Client desires to acquire certain services from the Contractor.
In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:
Scope of Services
Client retains the above Contractor, and the Contractor agrees to perform for the Client, certain services set forth in Exhibit A to this Agreement (the “Services”). Any Service outside of the scope as defined in Exhibit A to this Agreement will require a new Agreement for other services agreed to by the Parties.
The Contractor shall perform the services as defined in Exhibit A at the following location(s):
- Provision of translating services; the act of providing of translators to assist the Client in mycology related activities, and the written translation of manuscripts that are related to mycological activities.
- (a) This service is to be provided in any locations within Reasonable (defined financially "Reasonable") distance from a Contractor owned business premise.
- Provision of guiding and transport services; the act of providing guides knowledgeable about a given area, and the means to traverse this area not limited to ground travel but potentially sea and air vessels.
- (a) This service is to be provided in any locations within Reasonable distance from a Contractor owned business premise.
Consideration / Compensation. In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to the Client (as determined by the Client), the Client shall provide the Contractor shall be compensated as follows:
- All mycological studies, newsletters and papers will be published under the Contractor's service; meaning all works will be printed, distributed and the rights to publish these works will be given to the Contractor.
- (a) This right given is for public works only, and will not cover private works not intended to be published by the society; this does not include scientific papers not intended to be published by the society; this does not include current reports being republished by the Contractor.
- The Contractor will be permitted to develop and Construct (as in at own cost "Construct") an office located within Reasonable distance of the Syndoneian Capital of Antiocheia.
- (a) This permission is subject to building bylaws, restrictions and zoning; this permission is given on behalf of the current government and may be subject to withdrawal or amendment due to intervention by authority.
Service Disputes
The Client shall notify the Contractor in writing of any dispute with a service along with any substantiating documentation or a reasonably detailed description of the dispute within 5 Business Days from the date of the Client’s receipt of such service subject to dispute.
The Client will be deemed to have accepted all services for which the Contractor does not receive timely notification of a dispute and shall pay all undisputed amounts due under such services within the period set forth in this Agreement. The Parties shall seek to resolve all such disputes expeditiously and in good faith.
Supplies and Equipment. The Contractor, at their own expense, shall furnish their own supplies and equipment necessary to deliver and complete the Services as defined under this Agreement unless otherwise agreed upon by the parties. Should the Client not furnish the agreed upon supplies, the Client understands they will be responsible for reimbursing the Contractor for all expenses incurred.
Termination. This Service Contract may be terminated at any time by mutual agreement by the Client and Contractor.
This Service Contract shall be effective on the date hereof and shall continue until terminated by either party upon 5 business days written notice.
The Client understands that the Contractor may terminate this agreement at any time if the Client fails to pay for the Services provided under this Agreement or if the Client breaches any other material provision listed in this Service Contract Client agrees to pay any outstanding balances within 5 days of termination.
No Exclusivity. The Parties subject to this Agreement understand and acknowledge that the services provided by the Contractor (Exhibit A1,2) pertaining to translation and transport are not exclusive. Each Party respectively agrees that they are free to enter into other similar arrangements with other parties.
Subcontractors. Except otherwise stipulated, the Contractor may, at their discretion, retain a third-party subcontractor to perform some of all of the services of the Services under this Agreement and the Client agrees not to retain or employ any outside parties to help with the Services.
Assignment and Subcontracts. The Parties to this Agreement shall not assign responsibilities they have agreed to under this Agreement to any other party or individual, except with the written consent and approval of both Parties.
Governing Law. This Service Contract shall be governed in all respects by the laws of the State of Syndoneia without regard to the conflict of law provisions of such state. This Agreement shall be binding upon the successors and assigns of the respective parties.
Amendment. This Agreement may be amended only by a writing signed by all of the Parties hereto.
Entire Agreement
This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each
Party hereto.
Signed: Professor Tully, Acting Head of Vitubia Mycological Society Monday, 1st August 1101 VTE
Signed: Director Margaret Babel, Director of Babel Interlingual Services Organization Monday, 1st August 1101 VTE