This Contract for Services is made effective as of , by and between (herein referred to as “Organization”), of , , and The Hope Center (“Hope Center”) of 21270 Lorain Rd, Cleveland, Ohio 44126.
1. DESCRIPTION OF SERVICES.
Beginning on the date entered above, Hope Center will provide to Organization the following services (collectively, the “Services”):
Development and maintenance of a branded round-up app.
Payment shall be made to The Hope Center, Cleveland, Ohio 44126. Organization agrees to pay Hope Center as follows:
one-time initial setup fee
The Hope Center will retain 5.7% of all donations and $0.42 per user per month.
This Contract will terminate automatically on December 31, 2018.
4. WORK PRODUCT OWNERSHIP.
Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Hope Center in connection with the Services will be the exclusive property of Hope Center. Upon request, Organization will execute all documents necessary to confirm or perfect the exclusive ownership of Hope Center to the Work Product.
Hope Center, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Hope Center, or divulge, disclose, or communicate in any manner, any information that is proprietary to Organization. Hope Center and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by Organization of these confidentiality obligations which allows Hope Center to disclose Organization’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
Upon termination of this Contract, Hope Center will return to Organization all records including database records, notes, and documentation that were used, created, or controlled by Hope Center during the term of this Contract.
Hope Center shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Hope Center’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Hope Center on similar projects.
The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
9. FORCE MAJEURE.
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
10. DISPUTE RESOLUTION.
The parties will attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Christian Conciliation procedure.
Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of Christian Conciliation mediation.
11. ENTIRE AGREEMENT.
This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
14. GOVERNING LAW.
This Contract shall be construed in accordance with the laws of the State of Ohio.
Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
16. WAIVER OF CONTRACTUAL RIGHT.
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
17. ATTORNEY’S FEES TO PREVAILING PARTY.
In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
18. CONSTRUCTION AND INTERPRETATION.
The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
19. CHRISTIAN CONCILIATION
Except for the right of either party to seek injunctive relief to preserve the status quo or prevent irreparable harm, in the event of any deadlock, claim or dispute between the parties arising from or related to this Agreement that cannot be resolved within thirty (30) days from notice from one party to the other party, said deadlock, claim or dispute shall be settled by biblically-based mediation and, if necessary, legally binding arbitration, in accordance with the then current Rules of Procedure for Christian Conciliation of the Institute for Christian Conciliation, a division of Peacemaker® Ministries (complete Rules are available at www.Peacemaker.net). Judgment upon an arbitration decision may be entered in any court otherwise having jurisdiction. The parties understand that these methods shall be the sole and exclusive remedy for any such deadlock, claim or dispute arising from or related to this Agreement and expressly waive their right to file a lawsuit in any civil court or proceeding in any administrative body against one another for such deadlocks, claims or disputes, except to enforce an arbitration decision. Any costs incurred hereunder shall be paid equally by the parties to said mediation and/or arbitration.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
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Signed by Eric Schroeter
Signed On: March 24, 2018
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Document Name: Service Agreement
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