Service Contract
Service Contract
Service Contract
I. The Parties. This Service Contract (“Agreement”) made July 1 2024 (“Effective Date”), is by and
between:
Service Provider: ERNATUR LLC, with a mailing address of 3032 Lappin Ln, Lexington, Kentucky,
40503 (“Service Provider”),
AND
Client: Winston A. Ripley, with a mailing address of 521 Evergreen Pl Ct, Louisville, Kentucky, 40223
(“Client”).
Service Provider and Client are each referred to herein as a “Party” and, collectively, as the "Parties."
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and agreements
contained herein, the Client hires the Service Provider to work under the terms and conditions hereby
agreed upon by the Parties:
II. Term. The term of this Agreement shall commence on July 5 2024 and terminate upon the Service
being completed by the Service Provider.
III. The Service. The Service Provider agrees to provide the following: Landscape Design and
Planning
Custom landscape designs tailored to the client's preferences and property characteristics.
Detailed planning including layout, plant selection, and material choices.
Garden Installation
Spring and fall clean-up services including leaf removal, pruning, and garden bed preparation.
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Mulching and composting services.
Tree and Shrub Care
Installation of outdoor lighting to enhance the aesthetic and functional aspects of the landscape.
Maintenance and repair of landscape lighting systems.
Water Features
Design and installation of water features such as ponds, fountains, and waterfalls.
Maintenance and care of existing water features.
Sustainable Landscaping
Service Provider shall provide, while performing the Service, that he/she/they shall comply with the
policies, standards, and regulations of the Client, including local, State, and Federal laws and to the
best of their abilities.
The Service Provider agrees to provide the Service at the at the Client's mailing address mentioned in
Section I.
IV. Payment Amount. The Client agrees to pay the Service Provider $3,000.00 as a flat fee for
performing the Service to the Client.
V. Payment Method. The Client shall pay the Payment Amount after each Service.
Hereinafter known as the “Payment Method”. The Payment Amount and Payment Method collectively
shall be referred to as “Compensation”.
VI. Retainer. The Client is required to pay a retainer in the amount of $1,000.00 ("Retainer"). Any
unused portion of the Retainer shall be considered non-refundable and kept by the Service Provider as
part of their Payment.
VII. Inspection of Services. Any Compensation shall be subject to the Client inspecting the completed
Services of the Service Provider. If any of the Services performed by the Service Provider pursuant to
this Agreement are defective or incomplete, the Client shall have the right to notify the Service
Provider, at which time the Service Provider shall promptly correct such work within a reasonable time.
VIII. Return of Property. Upon the termination of this Agreement, all property provided by the
Client, including, but not limited to, cleaning supplies, uniforms, equipment, and any other items must
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be returned by the Service Provider. Failure to do so may result in a delay in any final payment made
by the Client.
IX. Time is of the Essence. Service Provider acknowledges that time is of the essence in regard to the
performance of all Services.
X. Confidentiality. Service Provider acknowledges and agrees that all financial and accounting
records, lists of property owned by Client, including amounts paid, therefore, client and customer lists,
and any other data and information related to the Client’s business is confidential (“Confidential
Information”). Therefore, except for disclosures required to be made to advance the business of the
Client and information which is a matter of public record, Service Provider shall not, during the term of
this Agreement or after its termination, disclose any Confidential Information for the benefit of the
Service Provider or any other person, except with the prior written consent of the Client.
a.) Return of Documents. Service Provider acknowledges and agrees that all originals and
copies of records, reports, documents, lists, plans, memoranda, notes, and other documentation
related to the business of the Client containing Confidential Information shall be the sole and
exclusive property of the Client and shall be returned to the Client upon termination of this
Agreement or upon written request of the Client.
b.) Injunction. The Client agrees that it would be difficult to measure damage to the Client's
business from any breach by the Service Provider under this Section; therefore, any monetary
damages would be an inadequate remedy for such breach. Accordingly, the Service Provider
agrees that if he/she/they should breach this Section, the Client shall be entitled to, in addition
to all other remedies it may have at law or equity, to an injunction or other appropriate orders to
restrain any such breach, without showing or proving actual damages sustained by the Client
c.) No Release. Service Provider agrees that the termination of this Agreement shall not release
him/her/they from the obligations in this Section.
XI. Taxes. Service Provider shall pay and be solely responsible for all withholdings, including, but not
limited to, Social Security, State unemployment, State and Federal income taxes, and any other
obligations. In addition, Service Provider shall pay all applicable sales or use taxes on the labor
provided and materials furnished or otherwise required by law in connection with the Services
performed.
XII. Independent Contractor Status. Service Provider acknowledges that he/she/they are an
independent contractor and not an agent, partner, joint venture, nor an employee of the Client. Service
Provider shall have no authority to bind or otherwise obligate the Client in any manner, nor shall the
Service Provider represent to anyone that it has a right to do so. Service Provider further agrees that in
the event the Client suffers any loss or damage as a result of a violation of this provision, the Service
Provider shall indemnify and hold harmless the Client from any such loss or damage.
XIII. Safety. Service Provider shall, at his/her/their own expense, be solely responsible for protecting
its employees, sub-Service Providers, material suppliers, and all other persons from risk of death, injury
or bodily harm arising from or in any way related to the Services or the site where it is being performed
(“Work Site”). In addition, Service Provider agrees to act in accordance with the rules and regulations
administered by federal law and OSHA. Service Provider shall be solely responsible and liable for any
penalties, fines, or fees incurred.
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XIV. Alcohol and Drugs. Service Provider agrees that the presence of alcohol and drugs are prohibited
on the Work Site and while performing their Services. If the Service Provider or any of their agents,
employees, or subcontractors are determined to be present or with alcohol or drugs in their possession,
this Agreement shall terminate immediately.
XV. Successors and Assigns. The provisions of this Agreement shall be binding upon and inured to the
benefit of heirs, personal representatives, successors, and assigns of the Parties. Any provision hereof
which imposes upon the Service Provider or Client an obligation after termination or expiration of this
Agreement shall survive termination or expiration hereof and be binding upon the Service Provider or
Client.
XVI. Default. In the event of default under this Agreement, the defaulted Party shall reimburse the
non-defaulting Party or Parties for all costs and expenses reasonably incurred by the non-defaulting
Party or Parties in connection with the default, including, without limitation, attorney’s fees.
Additionally, in the event a suit or action is filed to enforce this Agreement or with respect to this
Agreement, the prevailing Party or Parties shall be reimbursed by the other Party for all costs and
expenses incurred in connection with the suit or action, including, without limitation, reasonable
attorney’s fees at the trial level and on appeal.
XVII. No Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a
continuing waiver, and no waiver shall be binding unless executed in writing by the Party making the
waiver.
XVIII. Governing Law. This Agreement shall be governed by and shall be construed in accordance
with the laws in the State of Kentucky.
XIX. Severability. If any term, covenant, condition, or provision of this Agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall
remain in full force and effect and shall in no way be affected, impaired, or invalidated.
Any modifications or changes to the scope of Services must be agreed upon in writing by both parties.
Additional charges may apply for any changes outside the original scope.
B. Delays and Force Majeure
ERNATUR LLC is not responsible for delays caused by weather, unforeseen site conditions, or other
factors beyond its control. In such cases, the timeline for completion of Services may be adjusted
accordingly.
C. Warranties and Guarantees
ERNATUR LLC guarantees that all work will be performed in a professional manner and in
accordance with industry standards. Any defects in workmanship will be corrected at no additional cost
within [Number] days of completion.
D. Client Obligations
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The Client agrees to provide access to the property as needed for ERNATUR LLC to perform the
Services. The Client is also responsible for ensuring that all necessary permissions and approvals are in
place prior to the commencement of work.
E. Insurance and Liability
ERNATUR LLC carries liability insurance to cover any damages or injuries that may occur during the
performance of Services. The Client is responsible for maintaining their own property insurance.
F. Dispute Resolution
In the event of a dispute, both parties agree to attempt mediation before pursuing legal action. Any
unresolved disputes will be subject to arbitration in accordance with the rules of the American
Arbitration Association.
G. Termination for Cause
Either party may terminate this Agreement immediately if the other party breaches any material term of
this Agreement and fails to remedy the breach within [Number] days of receiving written notice.
H. Confidentiality
Both parties agree to keep all information related to this Agreement confidential and not disclose it to
any third parties without prior written consent, except as required by law.
I. Intellectual Property
All designs, plans, and materials created by ERNATUR LLC remain the intellectual property of
ERNATUR LLC unless otherwise agreed upon in writing.
J. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Your
State]. Any legal actions or proceedings arising under this Agreement will be brought exclusively in the
courts of [Your State].
K. Entire Agreement
This Agreement, including any attached exhibits or addendums, constitutes the entire understanding
between the parties and supersedes all prior discussions, agreements, or understandings of any kind.
L. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions
will continue in full force and effect.
XXI. Entire Agreement. This Agreement constitutes the entire agreement between the Parties to its
subject matter and supersedes all prior contemporaneous agreements, representations, and
understandings of the Parties. No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by all Parties.
IN WITNESS WHEREOF, the Parties hereto agree to the above terms and have caused this Agreement
to be executed in their names by their duly authorized officers.
July 5 2024
Client’s Signature _______________________ Date ___________
July 5 2024
Service Provider’s Signature _______________________ Date ____________
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