Legal PSA Visa Agreement

LEGAL PSA VISA AGREEMENT

This Professional Services Agreement for Visa Assistance (the "Agreement") is entered into as of Effective Date: by and between Service Provider: , an entity: Individual Corporation LLC, with principal place of business at , and Client Name: , an entity: Individual Corporation LLC, with address at . Service Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Client seeks professional assistance in preparing, compiling and submitting documents required for an immigration or non-immigrant visa application on behalf of Client or Client's beneficiary; and

WHEREAS, the Service Provider has represented that it has experience and the necessary personnel to provide advisory and administrative services relating to visa application processing and will perform such services under the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective responsibilities, fees, and the terms and conditions applicable to the Services.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Services" means the advisory, administrative and document preparation activities described in Section 2. "Deliverables" means the documents, forms and submissions prepared by Service Provider on behalf of Client. "Confidential Information" means non-public business, immigration and personal information disclosed by either Party in connection with this Agreement.

2. SCOPE OF SERVICES

Service Provider shall provide visa assistance services as set forth below and as further described in any attached statement of work. Services include assessment of eligibility, preparation and review of application forms, compilation of supporting documentation, submission management, and communication with relevant authorities on procedural matters, to the extent permitted by applicable law.

3. FEES, PAYMENT AND REFUND POLICY

Client shall pay Service Provider the fees set forth in this Section. Fees are earned upon delivery of the specified services and are non-refundable except as expressly provided herein. Service Provider will not condition performance on the issuance of the visa by any governmental entity.

4. NO GUARANTEE OF OUTCOME

Client acknowledges that Service Provider does not control decisions of immigration authorities and no guarantee is made as to whether any application will be approved. Client's sole remedy for Service Provider's failure to perform services as described herein shall be limited to the remedies set forth in Section 11 (Limitation of Liability).

5. CLIENT RESPONSIBILITIES

Client shall provide accurate, complete and timely information and all original documents reasonably required for Service Provider to perform the Services. Client represents and warrants that all information provided is true and accurate. Client authorizes Service Provider to submit documents and communications on Client's behalf as reasonably necessary to provide the Services.

6. CONFIDENTIALITY AND DATA PROTECTION

Each Party shall maintain Confidential Information in strict confidence and shall not disclose such information except to its officers, employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations. Service Provider shall implement reasonable administrative, technical and physical safeguards to protect personal data processed in connection with the Services.

7. SUBCONTRACTING

Service Provider may engage qualified subcontractors to perform portions of the Services provided that Service Provider remains responsible for performance and compliance with this Agreement. Service Provider shall ensure that any subcontractor is bound by confidentiality obligations consistent with this Agreement.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the authority to enter into this Agreement, that performance will not violate any applicable law, and that all information furnished to the other Party will be true and complete to the best of its knowledge. Service Provider represents that it shall perform the Services in a professional and workmanlike manner consistent with industry standards.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, damages, liabilities and expenses arising from third-party claims resulting from that Party’s breach of this Agreement, negligence or willful misconduct. The indemnified Party shall provide prompt written notice of any claim and shall allow the indemnifying Party to control the defense and settlement.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM.

11. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated by either Party for material breach that remains uncured for thirty (30) days following written notice. Termination shall not relieve Client of the obligation to pay for Services performed prior to termination.

12. INSURANCE

Service Provider shall maintain commercially reasonable insurance coverage appropriate to the Services, including professional liability insurance where applicable, and shall provide certificates of insurance upon reasonable request.

13. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail, or reputable overnight courier to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

14. AMENDMENTS AND WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each Party. A waiver of any breach or right under this Agreement shall not constitute a waiver of any other breach or right.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed binding.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws rules. This Agreement, together with any attached statement of work, constitutes the entire agreement between the Parties with respect to the Services and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS PROVISIONS

The Parties acknowledge that Service Provider may rely on representations and documentation provided by Client and that any material omission or misrepresentation by Client shall constitute material breach. Client authorizes Service Provider to retain copies of submitted documents for the period required by law or good business practice.

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