General Services Agreement: Background

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The key takeaways from the document are that it outlines a general services agreement between a client and contractor where the contractor will provide various education and coaching services to help the client scale their business.

The contractor will provide the following services to the client: educating students on business fundamentals, providing lifetime access to online courses and training videos, offering coaching programs including weekly calls and introductions to potential employees.

The term of the agreement begins on the date it is signed by both parties and remains in effect until the completion of services, subject to earlier termination as outlined in the agreement. The term can also be extended with written consent.

GENERAL SERVICES AGREEMENT

_______________________________________________________________________
_____
THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this [Document.CreatedDate] BETWEEN:

Client Name of [Client.FirstName] [Client.LastName] (the

"Client")

- AND -

Omnibuys LLC of 3906 US Highway 98 W #1484 Santa Rosa Beach, FL 32459

(the "Contractor")

Background

1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide servicesto

the Client.

2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this

Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually,

the "Party" and collectively the "Parties" to this Agreement) agree as follows:

Services Provided

The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

Educating students to help them understand elimination, automation, and delegation, lead generation, and business

fundamentals needed in order to scale.

Lifetime access to the Scaling With Systems 4-Week Digital Course walking students through our methods for strategically

removing themselves from their business at the same time it is growing in revenue every single month. (On average, past

SWS members have grown by a minimum of $10,000 in revenue in the first 30 days; however, individual results may vary);

Lifetime access to recorded videos featuring Contractor and various guest experts on the creation of additional income

streams, business fundamental, and additional trainings.


A lifetime access to our coaching program consisting of the following:

Weekly Monday, Tuesday, Wednesday & Thursday Coaching Calls;

The opportunity to connect with over 100+ SWS Members;

Personal introductions to potential virtual assistant employees for the Client to hire.

Term of Agreement

The term of this Agreement (the "Term") will begin on the date that this Agreement is signed by both Parties, and will

remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement.

The Term of this Agreement may be extended with the written consent of the Parties.

Currency

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US

Dollars).

Compensation

The cost of the Scaling With Systems Package is [Document.GrandTotal] (the "Program Fee”), payable by the client in

full.

Invoices submitted by the Contractor will be processed immediately.

By signing this Agreement, Client agrees that Contractor may auto-charge Client’s credit card on file for the amount

written in this contract.

If the Client does not pay their Virtual Assistant at least every month and the Virtual Assistant leaves because of

delay/failed/refusal of payment then the Contractor is not obligated to replace the virtual assistant and the Client thus

waives all right to a refund.

Confidentiality

1. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the

Clientwhich would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records,
business processes, and client records and that is not generally known in the industry of the Client and where the release of that

Confidential Information could reasonably be expected to cause harm to the Client.

2. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential

informationwhich the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of

confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.

3. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement

isConfidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided

to the Contractor.

Intellectual Property

Any and all Intellectual Property owned by Contractor, including any trademarks, trade secrets, patents and copyrights,

whether appearing on Contractor’s website, in materials forwarded to Client during the coaching relationship, or elsewhere, shall

at all times constitute Contractor’s Intellectual Property. Except in circumstances expressly authorized in a written agreement, no

such Intellectual Property, including any material(s) transmitted as part of the Services rendered pursuant to this Agreement, may

be copied, reproduced, distributed, republished, uploaded, displayed, posted or transmitted by Client to any third party in any way

whatsoever without the express, written consent of Contractor.

Copyright

Any and all content on any Website(s), social media pages, groups, profiles, emails, as well as content transmitted with

and/or as part of Contractor’s products and/or Services or through any other channels, online or offline, including any designs,

graphics, logos, icons, text, images, audio and video clips, the selection, compilation, collection, assembly and arrangement

thereof are protected under under U.S. and international copyright laws, and unauthorized use, distribution, reproduction,

modification, transmission, display, performance, republishing, and any other means of dissemination without our express written

consent, is prohibited by law.

Trademarks Contractor’s business, product and service names, page headers, logos, slogans, taglines, product

names, and similar brand identifiers are trademarks, trade dresses and service marks owned by Contractor. As such, any use of

these marks in any manner likely to confuse consumers without the express, written consent of Contractor is strictly prohibited.

Any trademarks belonging to third parties require the consent of their respective owners prior to use or display.
No person shall have the right to copy, reproduce, publish, upload, share, use, register as a domain name, or otherwise

display any logo, slogan, tagline, trademark, trade name, service mark, trade dress, copyrighted material, patent, trade secret, or

confidential information owned by Contractor or any of its partners, sponsors, parents, subsidiaries, or affiliates, absent a specific

written license or assignment agreement executed by Contractor expressly granting such rights.

Capacity/Independent Contractor

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent

contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership

or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any

contributions to any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance

premium, profitsharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible

for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the

Contractor under this Agreement.

Notice

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be

given in writing and delivered to the Parties at the following addresses:

1. CLIENT

Client Email:

[Client.Email] Client Address:

2. OmniBuys LLC

OmniBuys Email: [email protected]

OmniBuys Address: 3906 US Highway 98 W #1484 Santa Rosa Beach, FL 32459

or to such other email address as either Party may from time to time notify the other.

WARRANTY. CONTRACTOR MAKES NO WARRANTIES, WHETHER WRITTEN OR ORAL EXPRESS OR IMPLIED,


EITHER

IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO ANY GOODS AND/OR

SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF


RELIABILITY,

USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE


ARISING
FROM THE COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. CONSULTANT EXPRESSLY DISCLAIMS
THE

FOREGOING AND ANY OTHER WARRANTIES WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS

AGREEMENT, WHICH ARE PROVIDED AS IS, AND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A

WARRANTY GIVEN BY CONSULTANT.

By signing this Agreement, Client acknowledges that Contractor neither owns nor governs the actions of any third party,

person, entity, platform, search engine, software, program, or system, and Contractor therefore makes no warranties in

connection therewith. Client also acknowledges that, due to factors and conditions beyond Contractor’s control, including but not

limited to acts of god, the actions of the Client and any of its customers, partners, employees, agents and/or representatives, the

actions of third parties, and other conditions and circumstances beyond Contractor’s control, it is impossible for Contractor to

guarantee any specific results. Contractor therefore does not guarantee and makes no warranties that the services provided

hereunder will meet any specific intended results.

If applicable, Contractor will pass along to the Client any third-party warranties relating to any goods purchased and/or

installed hereunder. ALL OTHER WARRANTIES ARE EXCLUDED INCLUDING, WITHOUT LIMITATION, EXPRESS AND

IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED

WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE.

Limitation of Liability

Client hereby agrees that, unless the result of Contractor’s willful or intentional misconduct, Contractor’s total liability to

Client for any and all injuries, claims losses, expenses or damages, arising out of or in any way related to the Services and/or this

Agreement, from any cause or causes, including but not limited to Contractor’s negligence, errors, omissions, strict liability,

breach of contract or breach of warranty (hereafter "Client’s Claims"), shall not exceed the sum of the total Program Fees

received from Client, or $5000.00, whichever is less.

Indemnification

Contractor agrees to release, indemnify and hold Client harmless against all claims, losses, expenses, fees including

attorney fees, costs, and judgments that may be asserted against Client as a result of the acts or omissions of Contractor, its

agents or employees, in connection with their negligent performance of the professional services rendered under this Agreement,

to the extent that such losses or damages were caused by any act, failure to act, error, omission, breach of contract, or

negligence of Contractor, and/or its employees. In all claims for Indemnity under this paragraph, Contractor’s obligation shall be

calculated on a comparative basis of fault and responsibility between the Contractor, Company, and any other party involved.
Client agrees to release, indemnify and hold Contractor harmless, to the fullest extent permitted by law, from all claims,

losses, expenses, fees including attorney fees, costs and judgments that may be asserted against Contractor, to the extent that

such losses or damages were caused by any act, failure to act, error, omission, breach of contract, or negligence of Client and/or

its employees, agents, contractors, subcontractors or representatives, in connection with this Agreement and/or the work

performed hereunder.

Neither party shall be obligated to indemnify the other in any manner whatsoever for claims, losses, expenses, or

damages resulting from the other party’s own negligence.

Portfolio / Publicity Use

Client agrees to allow Contractor to use Client’s name and likeness, along with any images, case studies and statistics

relating to the subject matter of this Agreement as part of Contractor’s public portfolio, and in any manner as may be permitted by

any Testimonial Release or other similar document executed by Client.

Modification of Agreement

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with
this

Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each

Party.

Time of the Essence

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this

provision.

Assignment

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this

Agreement without the prior written consent of the Client.


Entire Agreement

This Agreement, together with all attachments, schedules, exhibits and other documents that are incorporated by

reference herein, constitute the entire agreement between the parties, represent the final expression of the parties’ intent and

agreement relating to the subject matter of this Agreement, contain all the terms and conditions that the parties agreed to relating

to the subject matter, and replaces and supersedes all prior discussions, understandings, agreements, negotiations and any and

all prior written agreements between the parties. Any subsequent changes to the terms of this Agreement may be amended or

waived only with the written consent of both parties, and shall be effective upon being signed by both parties.

Term of Sale

Client understands that all program sales are final and non-refundable, and as such, Client hereby waives any rights to

chargeback any purchase made under this Agreement with Client’s credit card processor.

Inurement

This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors,

administrators and permitted successors and assigns. Titles/Headings

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this

Agreement.

Gender

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the

feminine and vice versa.

Choice of Law

This Agreement shall be governed and construed in accordance with the laws of the State of Ohio, excluding that

State’s choice-of-law principles, and all claims relating to or arising out of this Agreement, or the breach thereof, whether

sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Ohio, excluding that State’s

choice-of-law principles.
Choice of Forum

The parties hereby agree that all demands, claims, actions, causes of action, suits or proceedings relating to or arising

out of this Agreement, shall be filed, initiated, and conducted in the State of Ohio.

Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all

other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the

remainder of this Agreement.

Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other

Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Survival

All provisions that logically ought to survive termination of this Agreement, including but not limited to applicable

Representations, Covenants, Warranties, Limitation of Liability, Indemnity, Choice of Law, Forum Selection, and

Confidentiality provisions, shall survive the expiration or termination of this Agreement.

Force Majeure

Either party shall be excused from any delay or failure of performance required hereunder if caused by reason of a

Force Majeure Event as defined herein, as long as the nonperforming party complies with its obligations as set forth below.

For purposes of this Agreement, “Force Majeure Event” means any event, circumstance, occurrence or contingency,

regardless of whether it was foreseeable, which is a) not caused by, and is not within the reasonable control of, the nonperforming

party, and b) prevents the nonperforming party from its obligations under this agreement. Such events may include, but are not

limited to: acts of war; insurrections; fire; laws, proclamations, edicts, ordinances or regulations; strikes, lock-outs or other labor

disputes; riots; explosions; and hurricanes, earthquakes, floods, and other acts of nature.

The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to

the period of such excusable interruption. When such events have abated, the parties’ respective obligations under this
Agreement shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty

(30) days, either party shall have the right to terminate this agreement upon ten (10) days’ prior written notice to the other party.

Upon occurrence of a Force Majeure Event, the nonperforming party shall do all of the following: a) immediately make

all reasonable efforts to comply with its obligations under this Agreement; b) promptly notify the other party of the Force Majeure

Event; c) advise the other party of the effect on its performance; d) advise the other party of the estimated duration of the delay;

e) provide the other party with reasonable updates; and f) use reasonable efforts to limit damages to the other party and

to resume its performance under this Agreement.

Counterparts

The parties agree that this Agreement may be executed in counterparts, each of which shall be deemed an original, and

all of which together shall be deemed one and the same Agreement. The parties further agree that e-signatures carry the same

weight and effect as traditional paper documents and handwritten signatures; therefore this Agreement may be electronically

signed via any e-signature service compliant with the Electronic Signatures in Global and National Commerce (ESIGN) Act and

the Uniform Electronic Transactions Act (UETA) as of the Effective Date of this Agreement.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this

[Document.CreatedDate].

[Client.FirstName] [Client.LastName]

Ravi Abuvala, CEO

Scaling With Systems

Omnibuys LLC

PACKAGE DESCRIPTIONS & SCOPE OF WORK


____________________________________________________________________________
1. We will find, qualify, test and interview Virtual Assistants to come work for your business for
$2.5/hour.
2. We will train those Virtual Assistants on how to do lead generation, executive administrative
tasks, fulfillment, and client management.
3. We’ll teach you how to leverage your assets to create the perfect offer in the best industry
that you can use to automate outreach to your target clientele.
4. We'll give you access to our systems and programs that you can copy and paste into your
business and have you working less and making more.
5. I'll teach you how to manage your clients and your business so that you don't have to ever
worry about where your next paycheck is coming from.
6. You will learn how to leverage paid advertising for your business on various online channels,
including Facebook.
7. You'll have lifetime access to coaching sessions where I can answer any of your questions.
8. You'll get access to our "Scaling With Systems" Course
9. You'll get access to our coaching & support teams 24/7 for anything issues with your
business

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