General Services Agreement: Background
General Services Agreement: Background
General Services Agreement: Background
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THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this [Document.CreatedDate] BETWEEN:
"Client")
- AND -
(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
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
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.
By signing this Agreement, Client agrees that Contractor may auto-charge Client’s credit card on file for the amount
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
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
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
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
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
Notice
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be
1. CLIENT
Client Email:
2. OmniBuys LLC
or to such other email address as either Party may from time to time notify the other.
IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO ANY GOODS AND/OR
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
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
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
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
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
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
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 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
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,
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
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
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
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
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]
Omnibuys LLC