Seasonal Document Template

SEASONAL DOCUMENT TEMPLATE

Parties

This Seasonal Services Agreement ("Agreement") is entered into as of by and between:

The Client and the Service Provider are each sometimes referred to herein as a "Party" and collectively as the "Parties."

Recitals (WHEREAS)

WHEREAS, the Service Provider conducts seasonal services including but not limited to seasonal installation, maintenance, and removal of seasonal displays and equipment during the applicable seasonal period; and

WHEREAS, the Client desires to engage the Service Provider to perform the seasonal services described in this Agreement on the terms and conditions set forth herein; and

WHEREAS, the Parties intend that the scope, schedule and compensation for seasonal services be set forth in writing and that certain confidential information and seasonal materials be protected.

Scope of Work

Service Provider shall perform the seasonal services described below in a professional and workmanlike manner consistent with industry standards. Specific tasks, locations, scheduled dates, and deliverables shall be identified in the space provided or in attached exhibits.

Payment Terms

In consideration for the performance of services under this Agreement, Client shall pay Service Provider the fees and expenses set forth below. All amounts are in U.S. dollars unless otherwise specified.

Overdue payments shall accrue interest at the rate of per month (or the maximum permitted by law), calculated from the due date until paid in full. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement commences on and terminates on unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered not less than days prior to the effective termination date. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice.

Upon termination, Service Provider shall deliver to Client all completed work and shall be entitled to payment for all services performed and expenses incurred through the effective date of termination.

Confidentiality

Each Party acknowledges that, in the course of performing under this Agreement, it may receive or have access to Confidential Information of the other Party. "Confidential Information" means non-public business, technical or financial information disclosed in connection with this Agreement. Each Party agrees to (a) hold the other's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information only as necessary to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who need to know and who are bound by confidentiality obligations no less protective than those hereunder.

Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving Party; (ii) was rightfully in the receiving Party's possession prior to receipt from the disclosing Party; or (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate by notice hereunder. Notices shall be deemed given on the date of personal delivery, on the next business day after deposit with a nationally recognized overnight carrier, or three (3) business days after mailing by certified mail, return receipt requested.

Insurance and Indemnity

Service Provider shall maintain commercial general liability insurance in amounts customary for the industry and shall provide proof of insurance upon Client's request. Service Provider agrees to indemnify, defend and hold harmless Client from any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Service Provider's negligent performance or willful misconduct in connection with the services, except to the extent such claim arises from Client's negligence or willful misconduct.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved, disputes shall be resolved by binding arbitration in the county where Client's address is located, unless the Parties agree otherwise in writing.

Entire Agreement; Modification

This Agreement, including any exhibits and written change orders executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No modification of this Agreement will be effective unless in writing and signed by both Parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship.

Acknowledgment

Each Party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that the person signing this Agreement on its behalf is duly authorized to bind such Party.

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