Contractual Service Agreement
This Contractual Service Agreement ("Agreement") is made and entered into as of July
3, 2025, by and between:
Global Tech Solutions Inc. (hereinafter referred to as "Service Provider"), with its
principal place of business at 123 Tech Park, Silicon Valley, CA 94043, USA.
AND
Innovate Solutions LLC (hereinafter referred to as "Client"), with its principal place of
business at 456 Innovation Drive, Austin, TX 78701, USA.
RECITALS
WHEREAS, Service Provider is engaged in the business of providing cutting-edge
software development and IT consulting services; and
WHEREAS, Client desires to retain Service Provider to perform certain services as more
fully described herein; and
WHEREAS, Service Provider is willing to perform such services for Client on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the parties agree as follows:
1. SCOPE OF SERVICES
Service Provider agrees to perform the following services for the Client (hereinafter
referred to as "Services"):
[Service 1 Description]: Development of a custom CRM system, including
module design, database integration, and user interface development.
[Service 2 Description]: Ongoing technical support and maintenance for the
CRM system, including bug fixes, performance optimization, and minor feature
enhancements.
[Service 3 Description]: Consulting services for CRM system integration with
existing client systems and data migration strategies.
Any additional services requested by the Client outside the scope defined herein shall
be subject to a separate written agreement or change order.
2. TERM AND TERMINATION
This Agreement shall commence on July 3, 2025 ("Effective Date") and shall continue
for a period of two (2) years unless terminated earlier in accordance with the
provisions of this Agreement.
Either party may terminate this Agreement:
(a) For convenience, by providing sixty (60) days prior written notice to the other
party.
(b) For cause, if the other party breaches any material provision of this
Agreement and fails to cure such breach within thirty (30) days after receiving
written notice thereof.
3. PAYMENT TERMS
Client agrees to pay Service Provider for the Services performed as follows:
Total Project Fee: USD 75,000 or Hourly Rate: USD 120 per hour.
Payment Schedule: 50% upfront, 25% upon completion of CRM module design,
and 25% upon final CRM system deployment.
Payment Method: Wire Transfer.
Due Date: Invoices are due within thirty (30) days of receipt.
Late payments may incur a late fee of 2% per month or the maximum rate permitted
by law.
4. CONFIDENTIALITY
Both parties acknowledge that during the course of this Agreement, they may have
access to confidential and proprietary information of the other party. Both parties
agree to maintain the confidentiality of such information and not to disclose it to any
third party without the prior written consent of the disclosing party.
5. INTELLECTUAL PROPERTY
Unless otherwise agreed in writing, all intellectual property rights, including
copyrights, patents, and trade secrets, arising from the Services performed under this
Agreement shall belong to Client.
6. WARRANTIES AND REPRESENTATIONS
Service Provider warrants that the Services will be performed in a professional and
workmanlike manner, in accordance with industry standards. Client represents that it
has the authority to enter into this Agreement and will provide all necessary
information and cooperation to Service Provider.
7. LIMITATION OF LIABILITY
In no event shall either party be liable for any indirect, incidental, special,
consequential, or punitive damages, including but not limited to loss of profits, data,
or business opportunities, arising out of or in connection with this Agreement.
8. INDEMNIFICATION
Each party agrees to indemnify and hold harmless the other party from and against
any and all claims, losses, damages, liabilities, costs, and expenses (including
reasonable attorneys' fees) arising out of or in connection with any breach of this
Agreement or any negligent or willful act or omission by the indemnifying party.
9. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the
State of California in the United States of America, without regard to its conflict of laws
principles.
Any dispute arising out of or in connection with this Agreement shall be resolved
through litigation in the state or federal courts located in San Francisco, California.
10. MISCELLANEOUS
Entire Agreement: This Agreement constitutes the entire agreement between
the parties and supersedes all prior and contemporaneous agreements,
understandings, negotiations, and discussions, whether oral or written.
Amendments: Any amendment or modification to this Agreement must be in
writing and signed by both parties.
Notices: All notices and communications under this Agreement shall be in
writing and shall be deemed to have been duly given when delivered personally,
sent by certified mail, return receipt requested, or sent by reputable overnight
courier to the addresses set forth above.
Severability: If any provision of this Agreement is held to be invalid or
unenforceable, the remaining provisions shall remain in full force and effect.
Assignment: Neither party may assign or transfer this Agreement or any of its
rights or obligations hereunder without the prior written consent of the other
party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date first written above.
SERVICE PROVIDER:
John Doe CEO Global Tech Solutions Inc.
CLIENT:
Jane Smith CTO Innovate Solutions LLC