Service Agreement
This Services Agreement (this "Agreement"), dated as of November 1, 2023 (the "Effective Date"), is by and between Abhijit Bhattacharya ("Service Provider") and IntelliCoach Pte Ltd, located at 82 Ubi Avenue 4, #07-04, Edward Boustead Centre, Singapore 408832 ("Client" and together with
Service Provider, the "Parties", and each a "Party").
WHEREAS Service Provider has the capability and capacity to provide certain services as provided in Section 1 of this Agreement; and
WHEREAS Client desires to retain Service Provider to provide the said services, and Service Provider is willing to perform such services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and Client agree as follows:
1. Services.
1.1 The Service Provider shall furnish to the Client the services (hereinafter referred to as the "Services") as detailed herein: The Service Provider will undertake responsibilities pertaining to the delivery of client workshops. This includes, but is not limited to, the planning and execution of client workshop sessions, the organization and implementation of mentor coaching sessions, and the planning and delivery of one-on-one training sessions. The timing requirement, completion standard, and other requirements shall remain as previously stipulated unless otherwise revised.
1.2 For the sake of clarity, nothing in this Agreement shall be construed to prevent the Client from performing for itself or from acquiring from other providers' services that are similar to or identical to the Services.
2. Service Provider Obligations. Service Provider shall:
2.1 Diligently perform all Services required under this Agreement in a professional and workmanlike manner. Service Provider shall devote such time, attention, skill, and efforts to the performance of services under this Agreement as is necessary to satisfy Service Provider's obligations hereunder.
2.2 Assign only qualified personnel to provide the Services.
2.3 Comply with all applicable laws and regulations in providing the Services.
2.4 Comply with all Client rules, regulations, and policies of which it has been made aware, in its provision of the Services.
2.5 Maintain complete and accurate records relating to the provision of the Services under this Agreement in such form as Client shall approve.
2.6 Has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
3. Fees and Expenses.
3.1 In consideration of the provision of the Services by the Service Provider and the rights granted to Client under this Agreement, the Client shall remunerate the Service Provider in accordance with the following schedule:Fees: The Client shall compensate the Service Provider at the rate of 100 Singapore Dollars for every 30 minutes of delivery, 150 Singapore Dollars for every hour of delivery, and 300 Singapore Dollars for every 2 hours of delivery. For delivery durations exceeding 2 hours, the Client shall pay an additional 100 Singapore Dollars per delivery hour plus 150 Singapore Dollars per delivery.Conditions of Payment: The Client shall remit payment to the Service Provider promptly upon receipt of the invoice.Payment Method: The method of payment shall be as agreed upon by both parties and shall be stipulated in the invoice.Time of Payment: The Service Provider shall typically issue invoices on a monthly basis, as mutually agreed upon by the Client and the Service Provider.
3.2 The Client shall provide the necessary online meeting and booking infrastructure, including an email address, for the execution of the Service. The Service Provider shall bear all costs associated with their own IT expenses, including but not limited to, internet access and computing equipment, incurred in the provision of the Service.
3.3 The fees set forth in this Agreement shall cover and include all sales and use taxes, duties, and charges of any kind imposed by any federal, state, or local governmental authority on amounts payable by Client under this Agreement, and in no event shall Client be required to pay any additional amount to Service Provider in connection with such taxes, duties, and charges, or any taxes imposed on, or regarding, Service Provider's income, revenues, gross receipts, personnel, or real or personal property or other assets.
4. Intellectual Property.
Service Provider assigns to the Client, Service Provider's entire right, title, and interest in any invention, technique, process, device, discovery, improvement, or know-how, whether patentable or not, hereafter made or conceived solely or jointly by Service Provider while working for or on behalf of the Client, which relate to the Service.
5. Confidentiality.
All non-public, confidential or proprietary information of Client ("Confidential Information"), including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, client lists, pricing, discounts, or rebates disclosed by Client to Service Provider, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with this Agreement is confidential, solely for Service Provider's use in performing this Agreement and may not be disclosed or copied unless authorized by Client in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Service Provider's breach of this Agreement; (b) is obtained by Service Provider on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Service Provider establishes by documentary evidence, was in Service Provider's possession prior to Client's disclosure hereunder. Upon Client's request, Service Provider shall promptly return all documents and other materials received from Client. Client shall be entitled to injunctive relief for any violation of this Section.
6. Non-Competition.
During the Term and for a period of 1 year thereafter, Service Provider shall not provide services to the direct competitors of Client.
7. Term, Termination, and Survival.
7.1 This Agreement shall commence as of the Effective Date and shall continue indefinitely, with no predetermined expiry date, unless sooner terminated pursuant to this Agreement.
7.2 Client, in its sole discretion, may terminate this Agreement, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 15 days' prior written notice to Service Provider.
7.3 Either Party may terminate this Agreement, effective upon written notice to the other Party (the "Defaulting Party") if the Defaulting Party materially breaches this Agreement, and the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach, or such material breach is incapable of cure.
7.4 Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: (a) deliver to Client all documents, work product, and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Client has paid; (b) return to Client all Client-owned property, equipment, or materials in its possession or control; (c) on a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. In the event this Agreement is terminated due to a breach by Service Provider, Service Provider shall not be obligated to repay any fees or expenses paid in advance.
7.5 The rights and obligations of the Parties set forth in this Section and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
8. Indemnification.
Service Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, (collectively, "Losses"), relating to or arising out of or resulting from any claim of a third party or Client arising out of or occurring in connection with Service Provider's negligence, willful misconduct, or breach of this Agreement.
9. Remedies.
In the event Service Provider fails to satisfactorily perform any of the Services on a timely basis, the Client shall have the right, without prejudice to any other rights or remedies it may have under this Agreement, to withhold payment of any amounts otherwise due to the Service Provider in a sufficient amount to set off against any damages caused to the Client as a consequence of the Service Provider's breach.
10. Notices.
All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail or email.
Service Provider
Address:
Email address: bhattacharya.abhijit23@gmail.com
- Client
Address: IntelliCoach Pte Ltd, 82 Ubi Avenue 4, #07-04, Edward Boustead Centre, Singapore 408832
Email Address: maik@intellicoach.com
11. Severability.
If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the Parties. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the Parties' intent in entering into this Agreement.
12. Amendments.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
13. Waiver.
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
14. Assignment.
Service Provider shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Client. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Service Provider of any of its obligations hereunder. Client may at any time assign or transfer any or all of its rights or obligations under this Agreement without Service Provider's prior written consent.
15. Successors and Assigns.
This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
16. Relationship of the Parties.
The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Client being interested only in the results thereof. The Service Provider shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
17. Governing Law.
This Agreement and all associated documents shall be governed by, and construed in accordance with, the laws of Singapore.
18. Dispute Resolution.
The Parties irrevocably agree to resolve any disputes under the Law Society Arbitration Scheme.
19. Counterparts.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
20. Force Majeure.
If either Party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause beyond the control of such Party, then such Party shall be excused from such performance during the pendency of such cause.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.
Servicer Provider
Signed by:
Client
Signed by:
