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1、GENERAL SERVICE AGREEMENTTHIS GENERAL SERVICE AGREEMENT (the Agreement) datedthis _ day of _ _, _BETWEEN:XXX of （地址）(the Client) 甲方- AND -XXX of （地址）(the Contractor). 乙方BACKGROUND:A. The Client is of the opinion that the Contractor has the necessaryqualifications, experience and abilities to provide
2、 services to theClient.B. The Contractor is agreeable to providing such services to theClient on the terms and conditions set out in this Agreement.IN CONSIDERATION OF the matters described above and of the mutualbenefits and obligations set forth in this Agreement, the receipt andsufficiency of whi
3、ch consideration is hereby acknowledged, the Client andthe Contractor (individually the Party and collectively the Parties to thisAgreement) agree as follows:Services Provided名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 1 页，共 8 页 - - - - - - - - - 1. The Client her
4、eby agrees to engage the Contractor to provide theClient with services (the Services) consisting of:Provide payment services.（服务内容）2. The Services will also include any other tasks which the Partiesmay agree on. The Contractor hereby agrees to provide suchServices to the Client.Term of Agreement3. T
5、he term of this Agreement (the Term) will begin on the date ofthis Agreement and will remain in full force and effectindefinitely until terminated as provided in this Agreement.4. In the event that either Party wishes to terminate this Agreement,that Party will be required to provide 30 days written
6、 notice to theother Party.5. This Agreement may be terminated at any time by mutualagreement of the Parties.6. Except as otherwise provided in this Agreement, the obligationsof the Contractor will end upon the termination of thisAgreement.Performance7. The Parties agree to do everything necessary to
7、 ensure that theterms of this Agreement take effect.Currency8. Except as otherwise provided in this Agreement, all monetaryamounts referred to in this Agreement are in USD (US Dollars).Compensation名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 2 页，共 8 页 - - - - - - -
8、 - - 9. For the services rendered by the Contractor as required by thisAgreement, the Client will provide compensation (theCompensation) to the Contractor as follows:According to invoices the Contractor sends on a timelybasis.10. Invoices submitted by the Contractor to the Client are due within15 da
9、ys of receipt.Reimbursement of Expenses11. The Contractor will not be reimbursed for any expenses incurredin connection with providing the Services of this Agreement.Penalties for Late Payment12. Any late payments will trigger a fee of 1.00% per month on theamount still owing.Confidentiality13. Conf
10、idential information (the Confidential Information) refersto any data or information relating to the business of the Clientwhich would reasonably be considered to be proprietary to theClient including, but not limited to, accounting records, businessprocesses, and client records and that is not gene
11、rally known inthe industry of the Client and where the release of thatConfidential Information could reasonably be expected to causeharm to the Client.14. The Contractor agrees that they will not disclose, divulge, reveal,report or use, for any purpose, any Confidential Informationwhich the Contract
12、or has obtained, except as authorized by theClient or as required by law. The obligations of confidentialitywill apply during the term of this Agreement and will surviveindefinitely upon termination of this Agreement.名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 3 页
13、，共 8 页 - - - - - - - - - 15. All written and oral information and material disclosed orprovided by the Client to the Contractor under this Agreement isConfidential Information regardless of whether it was providedbefore or after the date of this Agreement or how it was providedto the Contractor.Owne
14、rship of Intellectual Property16. All intellectual property and related material (the IntellectualProperty) that is developed or produced under this Agreement,will be the property of the Contractor. The Client is granted anon-exclusive limited-use license of this Intellectual Property.17. Title, cop
15、yright, intellectual property rights and distribution rightsof the Intellectual Property remain exclusively with theContractor.Return of Property18. Upon the expiry or termination of this Agreement, the Contractorwill return to the Client any property, documentation, records, orConfidential Informat
16、ion which is the property of the Client.Capacity/Independent Contractor19. In providing the Services under this Agreement it is expresslyagreed that the Contractor is acting as an independent contractorand not as an employee. The Contractor and the Clientacknowledge that this Agreement does not crea
17、te a partnership orjoint venture between them, and is exclusively a contract forservice.Notice20. All notices, requests, demands or other communications requiredor permitted by the terms of this Agreement will be given inwriting and delivered to the Parties of this Agreement as follows:名师资料总结 - - -精
18、品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 4 页，共 8 页 - - - - - - - - - a. XXXb. XXXor to such other address as any Party may from time to time notify theother.Indemnification21. Except to the extent paid in settlement from any applicableinsurance policies, and to the extent p
19、ermitted by applicable law,each Party agrees to indemnify and hold harmless the other Party,and its respective directors, stockholders, affiliates, officers,agents, employees, and permitted successors and assigns againstany and all claims, losses, damages, liabilities, penalties, punitivedamages, ex
20、penses, reasonable legal fees and costs of any kind oramount whatsoever, which result from or arise out of any act oromission of the indemnifying party, its respective directors,stockholders, affiliates, officers, agents, employees, and permittedsuccessors and assigns that occurs in connection with
21、thisAgreement. This indemnification will survive the termination ofthis Agreement.Dispute Resolution22. In the event a dispute arises out of or in connection with thisAgreement, the Parties will attempt to resolve the dispute throughfriendly consultation.23. If the dispute is not resolved within a r
22、easonable period then anyor all outstanding issues may be submitted to mediation inaccordance with any statutory rules of mediation. If mediation is名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 5 页，共 8 页 - - - - - - - - - unavailable or is not successful in resolvin
23、g the entire dispute,any outstanding issues will be submitted to final and bindingarbitration in accordance with the laws of the Contractorscountry. The arbitrators award will be final, and judgment maybe entered upon it by any court having jurisdiction within theContractors country.Modification of
24、Agreement24. Any amendment or modification of this Agreement or additionalobligation assumed by either Party in connection with thisAgreement will only be binding if evidenced in writing signed byeach Party or an authorized representative of each Party.Time of the Essence25. Time is of the essence i
25、n this Agreement. No extension orvariation of this Agreement will operate as a waiver of thisprovision.Assignment26. The Contractor will not voluntarily or by operation of law assignor otherwise transfer its obligations under this Agreement withoutthe prior written consent of the Client.Entire Agree
26、ment27. It is agreed that there is no representation, warranty, collateralagreement or condition affecting this Agreement except asexpressly provided in this Agreement.Enurement28. This Agreement will enure to the benefit of and be binding on theParties and their respective heirs, executors, adminis
27、trators andpermitted successors and assigns.名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 6 页，共 8 页 - - - - - - - - - Titles/Headings29. Headings are inserted for the convenience of the Parties only andare not to be considered when interpreting this Agreement.Gender
28、30. Words in the singular mean and include the plural and vice versa.Words in the masculine mean and include the feminine and viceversa.Governing Law31. It is the intention of the Parties to this Agreement that thisAgreement and the performance under this Agreement, and allsuits and special proceedi
29、ngs under this Agreement, be construedin accordance with and governed, to the exclusion of the law ofany other forum, by the laws of the Contractors country, withoutregard to the jurisdiction in which any action or specialproceeding may be instituted.Severability32. In the event that any of the prov
30、isions of this Agreement are heldto be invalid or unenforceable in whole or in part, all otherprovisions will nevertheless continue to be valid and enforceablewith the invalid or unenforceable parts severed from theremainder of this Agreement.Waiver33. The waiver by either Party of a breach, default
31、, delay or omissionof any of the provisions of this Agreement by the other Party willnot be construed as a waiver of any subsequent breach of thesame or other provisions.名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 7 页，共 8 页 - - - - - - - - - XXX (Client)Per:_(SEAL)XXX (Contractor)Per:_(SEAL)名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 8 页，共 8 页 - - - - - - - - -