Job Description for AS Role

Job Description and Service Agreement — AS Role

Parties and Effective Date

Effective Date:    Role Title:    Location:

WHEREAS

WHEREAS, Company requires Administrative Specialist services to perform operational, administrative, and specialized tasks in support of its business; and

WHEREAS, Service Provider represents that it possesses the professional skills, capacity, and experience necessary to perform the duties described in this Agreement and agrees to provide such services on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

Scope of Work

Service Provider shall perform the duties and responsibilities associated with the AS Role. Primary duties include but are not limited to the tasks described below. Service Provider shall perform services in a professional manner consistent with industry standards.

Payment Terms

Company shall pay Service Provider for services rendered in accordance with the following terms.

In the event Company fails to pay undisputed invoiced amounts within days of receipt, Company will be assessed a late fee of per month on the overdue balance, or the maximum permitted by law, whichever is less.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause by providing written notice at least days prior to termination. Either party may terminate for material breach on written notice if the breaching party fails to cure the breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed and in-progress work product and shall invoice Company for all services performed through the effective date of termination. Payment for undisputed amounts shall be due in accordance with Payment Terms.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, client lists, pricing, trade secrets, and technical data.

Service Provider agrees (a) to maintain Confidential Information in strict confidence, (b) not to disclose Confidential Information to any third party except as required to perform services under this Agreement and subject to confidentiality obligations no less protective than those herein, and (c) not to use Confidential Information for any purpose other than the performance of this Agreement. These obligations do not apply to information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was in the receiving party's possession prior to disclosure by the disclosing party without obligation of confidentiality; (iii) is rightfully received from a third party without restriction and without breach of any obligation; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or written request, the receiving party will return or certify destruction of Confidential Information. The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and that the disclosing party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies.

Ownership of Work Product

Unless otherwise agreed in writing, all deliverables and work product created by Service Provider in the course of performing services under this Agreement shall be the exclusive property of Company. Service Provider hereby assigns to Company all right, title and interest in such work product, including all intellectual property rights. Service Provider shall execute such documents as Company reasonably requests to effectuate such assignment.

Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with the performance of this Agreement. Except for willful misconduct or breach of confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Company will reimburse pre-approved, reasonable business expenses incurred by Service Provider in connection with the performance of services, subject to Company policies and submission of receipts with invoices. Reimbursement requests must be made within days of incurrence.

Sign Now