THIS GENERAL SERVICE AGREEMENT (the "Agreement") is dated the day of the client's invoice sent by Three Trees & A Coop. Payment of the initial deposit secures the below service agreement.
BACKGROUND
A. Three Trees & A Coop is agreeable to providing such services to the Client 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 Client and Three Trees & A Coop (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
SERVICES PROVIDED
1. The Client hereby agrees to engage Three Trees & A Coop to provide the Client with the following services (the "Services"): Build agreed upon chicken coop, small animal habitat, greenhouse, or other build.
2. The Services will also include any other tasks which the Parties may agree on. Three Trees & A Coop hereby agrees to provide such Services to the Client.
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 may be extended with the written consent of the Parties.
4. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 15 days' written notice to the other Party.
PERFORMANCE
5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. It is the Client's responsibility to ensure a level platform or level ground is in place prior to the arrive of Three Trees & A Coop at the build's final location. If the Client does not provide a level ground, platform, or foundation for Three Trees & A Coop to perform their services on, Three Trees & A Coop has the right to terminate services without refund of any deposits paid to date. If the Client is adamant about final placement of the build on unlevel ground, platform, or foundation, Three Trees & A Coop cannot be held responsible for any structural damage or malfunctions to the build.
CURRENCY
6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
COMPENSATION
7. Three Trees & A Coop will charge the Client for the Services as follows (the "Compensation"):
50% deposit due at time of first invoice and 50% due upon delivery + any agreed upon additional delivery/installation fees.
8. Invoices submitted by Three Trees & A Coop to the Client are due upon receipt.
9. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation (deposits and payments already made) to the date of termination provided that there has been no breach of contract on the part of Three Trees & A Coop.
CONFIDENTIALITY
10. 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.
11. Three Trees & A Coop agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which Three Trees & A Coop 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.
12. All written and oral information and material disclosed or provided by the Client to Three Trees & A Coop 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 Three Trees & A Coop.
OWNERSHIP OF INTELLECTUAL PROPERTY
13. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
14. Three Trees & A Coop may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. Three Trees & A Coop will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
RETURN OF PROPERTY
15. Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
16. In the event that this Agreement is terminated by the Client prior to completion of the Services Three Trees & A Coop will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of Three Trees & A Coop or, where agreed between the Parties, to compensation in lieu of recovery.
CAPACITY/INDEPENDENT CONTRACTOR
17. In providing the Services under this Agreement it is expressly agreed that Three Trees & A Coop is acting as an independent service provider and not as an employee. Three Trees & A Coop 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 Three Trees & A Coop during the Term. Three Trees & A Coop is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
RIGHT OF SUBSTITUTION
18. Except as otherwise provided in this Agreement, three Trees & A Coop may, at their absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of Three Trees & A Coop under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
19. In the event that Three Trees & A Coop hires a sub-contractor: Three Trees & A Coop will pay the sub-contractor for its services and the Compensation will remain payable by the Client to Three Trees & A Coop; for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of Three Trees & A Coop.
AUTONOMY
20. Except as otherwise provided in this Agreement, Three Trees & A Coop will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. Three Trees & A Coop will work autonomously and not at the direction of the Client. However, Three Trees & A Coop will be responsive to the reasonable needs and concerns of the Client.
EQUIPMENT
21. Except as otherwise provided in this Agreement, Three Trees & A Coop will provide at their 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
22. 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.
INDEMNIFICATION
23. 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.
ADDITIONAL CLAUSES
24. It is assumed that reasonable access to the final location of the build is viable using standard delivery methods (e.g., pickup truck and small trailer). If reasonable access it not available, the client must inform the contractor ahead of starting the build, and an agreed upon fee for delivery and installation must be secured, given it may be possible to place the product. 50% deposit is due at the time of placing the order. This will ensure the completion of the project in a timely manner and secures your position on the build calendar. Deposits can be made with cash in person or via Venmo/Zelle/PayPal/Check/Card. Final payment due upon completion and pick up or delivery may be made using the same methods. All Pricing is Valid at the time of this quote and for a period of 14 days due to the current volatility in lumber prices. No additional charges would be assessed once the deposit is made, short of major changes to the design post-deposit.
25 Liability Clause: In consideration for purchasing this build and in participating in the delivery and installation process, the client releases from liability and waives the right to sue Three Trees & A Coop, their employees, and volunteers from any and all claims, including claims of negligence, resulting in any physical injury, illness (including death) or any other loss which may result from participation in this activity, travel to and from the activity, or any events incidental to this activity.
ENTIRE AGREEMENT
26. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
GOVERNING LAW
27. This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina.
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