SERVICE AGREEMENT

TRAINING SERVICE AGREEMENT

This TRAININGSERVICE AGREEMENT (‘the agreement’) is made the ______ day of ______, 2023 (“the effective date”)

BETWEEN:

[Insert Name of Client LLC],a private limited liability company incorporated under the laws of [Insert State/Province] whose principal place of business address is situated at [Insert Business Address] (Hereinafter referred to as “the Client”, which expression shall where the context admits, include its successors-in-title and assigns), of the other part.

AND

COMPASS SAFETY CONSULTING, a private limited liability company incorporated under the laws of California whose principal place of business address is situate at [Insert Business Address] (Hereinafter referred to as “the Consultant”, which expression shall where the context admits, include its successors-in-title and assigns), of the other part

*Both the client and consultant are hereinafter jointly referred to as the “Parties” and individually as the “Party”

WHEREAS, the Client desires the consultant to provide consulting and training services (collectively, the ‘services’) and the Consultant agrees to provide such services under the terms and conditions as set forth below; 

NOW THEREFORE, in consideration of the mutual promises set forth herein, the Parties hereby agree as follows:

1.  SCOPE OF SERVICE

1.1 Services. Subject to the terms and conditions of this Agreement, the Client hereby retains the consultant to provide consulting services, more specifically in relation to;

• California OSHA protection;

• Onsite training of Client employees in a safe work environment;

• capturing images or video of personnel, buildings, machines, individuals, equipment

It is mutually agreed by the Parties to this agreement that the mode of delivery of service to the client shall be at a time and place to be mutually determined by the parties to this agreement.

1.2 Work Specifications. The parties agree that the general scope of the training, consulting services, and objectives to be achieved shall be developed by the consultant and comprises primarily of the agreed work specification.

1.3 Additional Services. The parties agree, acknowledge that there may be some other additional services during the term of this Agreement to be delivered by the consultant for the benefit of the Client. However, additional or temporary services undertaken by the Consultant shall be in line with the expertise and experience of the consultant. The Client acknowledges to pay the consultant for the cost of any additional services rendered on a term to be mutually agreed by the parties.

1.4 Amendments. The services may be amended in writing from time to time, and the Consultant agrees, subject to the terms and conditions of this Agreement, to render such Services during the term of this Agreement.  Such services shall be limited to the area of the Consultant’s expertise described in this agreement.  The Consultant shall render the services at such times and places as shall be mutually agreed by the parties.  

1.5. Access to Training & Provision of Materials. Upon payment of all sums due under this Agreement by Client, the consultant will grant each Client employee (i) a non-exclusive, nontransferable license to access the particular Training Services for which Client has paid, and (ii) a non-exclusive, non- transferable license to use a single copy of the Materials provided for the training. The parties have agreed that the Client is responsible for any training materials to be delivered to staff, and that quarterly, monthly semiannual, or quarterly training may or may not be provided. The client is liable for all record keeping, inspection reports, training signatures, and remedial measures.

1.6 Cancellations. Up to 24 hours before the Training is due to commence, the client may by notice in writing or telephone, alter the Training Location provided that the new location is a suitable alternative. Where the alternative is not suitable and convenient, the client shall be obligated to reimburse the consultant for all logistic costs.

2.TERM OF AGREEMENT 

This agreement for the provision of services shall commence on the date first written above and shall continue for a period of one (1) year, subject to an automatic renewal (3) three months before the expiration of the initial term. If either party violates a term of this Agreement, then the other party (the "Non-breaching Party") may terminate this Agreement, effective immediately upon delivery of written notice of termination by the Non-breaching Party. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any or no reason, effective upon ten (10) days written notice. 

3. JOINT OBLIGATIONS OF THE PARTIES

3.1 The Client shall make available to the Consultant all necessary details and documents to ensure that the Consultant fulfils its contractual obligations as necessitated by this agreement.

3.2 The Consultant shall strive to deliver the service at the expected delivery date to be mutually agreed by the parties. Where the Consultant would be unable to deliver the work as agreed, it is expected that the Client be promptly notified for late delivery.

3.3 The Consultant shall be readily available in the service of the Client and shall deliver the best professional expertise required for the Job.

3.4 The parties acknowledge that all consultations are recommendations and that it is the client's responsibility to fix any findings; Any OSHA or Cal-OSHA infractions or citations are solely the client's responsibility. The client accepts and acknowledges that no Cal OSHA defense can ensure that the infraction will be resolved. Any inspections that identify or address issues must be rectified by the client. And the client is responsible for all training, corrections, paperwork, Cal OSHA citations, and compliance.

3.5 The parties have also agreed that any online purchases in connection with the provision of the services are the exclusive responsibility of the Client. All inspections, trainings, records, paperwork, audits, and compliance with Cal OSHA regulations are the responsibility of the client.

4. SERVICES FEES/CHARGES

4.1Prices will be those in effect on the date the Client orders the Training and/or consulting Services. The Consultant has the sole exclusive right to set its pricing packages. The client can choose from any of the price packages presented by the consultant. The client is advised that improved services will be priced similarly to the upgrade. Prices do not include taxes or any expenses required by Client to access the Training Services (for example, Internet access fees). The consultant reserves the right to increase prices at any time without prior notice. The consultant will not provide refunds for Training Services, and the Client agrees to pay the monthly service cost indicated in section 4.2 whether or not training is received.

4.2 It is agreed that for the services provided in this agreement, the Consultant shall charge and the Client shall pay a monthly service fee of $_______. The parties agree that the service charge will be collected by direct debit from the debit/credit card provided to the consultant for collection. The Client shall pay any Charges without deduction or set-off. The parties agree that if the Client cancels the services, the annual premium, which is agreed to be paid in monthly installments, would immediately become due and payable to the consultant.

1. Sums due under this Agreement are exclusive of VAT which shall be payable by the Client

4.4 In the event the Client fails to make payment in accordance with this Agreement, the company may:

4.4.1 Charge interest at the statutory interest rate specified in the Late Payment of Commercial Debt (interest) Act 1998; and/or at a rate of 8%.

4.4.2 Suspend supply of the Training & Consulting Services by notice in writing until such time that full payment is received (unless otherwise agreed).

4.4.3 In the event that the Company seeks legal advice to recover any debt, all legal fees will be chargeable to the Client. Should the matter be issued at County Court interest applies at a daily rate of 8% and court issue fees and other court fees will be recoverable and payable.

5.LIMITATION OF LIABILITY 

5.1. In no event shall either Party be liable to the other Party for consequential, special or indirect losses or damages sustained by either Party or any third parties in using the Service howsoever arising and whether under contract, tort or otherwise (including, without limitation, third party claims, loss of business or profits, loss of clients, loss of data or information, cost of substitute performance, equipment or services and downtime costs, or damage to reputation or goodwill). 

6.INDEMNIFICATION 

6.1 Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party,  and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

7.CONFIDENTIALITY

7.1. Each Party hereby agrees that if either Party provides confidential or proprietary information (“Confidential Information“) to the other Party, such Confidential Information shall be held in the strictest of confidence and the receiving Party shall afford such Confidential Information the same care and protection as it affords generally to its own confidential and proprietary information (which in any case shall not be less than reasonable care) to avoid disclosure to or unauthorized use by any third party.

7.2. The terms, conditions and provisions of this Agreement, constitute Confidential Information, and all information disclosed by either Party to the other in connection with or pursuant to this Agreement shall be deemed to be Confidential Information, whether or not that written information is marked as being confidential or proprietary when given or confirmed in writing as such thereafter unless otherwise provided for in this Agreement.

7.3. Notwithstanding the following, either Party may disclose Confidential Information to its employees, agents, and legal, financial, and accounting advisors (including its lenders and other financiers) to the extent necessary or appropriate in connection with the execution and performance of this Agreement or its obtaining of financing; provided, however, that each such person is notified of the confidential and proprietary nature of such Confidential Information and is subject to and agrees to be bound by similar restrictions on its use and disclosure that are at least equal to those contained in this Clause 7.

7.4. The foregoing provisions of this Clause 7 shall not apply to any Confidential Information which the receiving Party can evidence: (i) becomes publicly available other than through the actions of the receiving Party; (ii) is required to be disclosed pursuant to any binding obligation imposed by an applicable governmental or regulatory body or authority, or by law, or an order of an applicable court or the rules of a recognized stock exchange; (iii) is independently developed by the receiving Party; or (iv) becomes available to the receiving Party without restriction from a third party. 

7.5. If any Confidential Information is required to be disclosed by the receiving Party pursuant to this clause, the receiving Party shall give such written notice as is reasonably possible under the circumstances to the disclosing Party of the requirements of such disclosure.

8.INTELLECTUAL PROPERTY  

8.1All legal and beneficial rights in software, copyright, trademark, web designs, photographs, contents, marketing tools, produced or anyother intellectual property in whatever form (hereinafter “Intellectual Property”) which The Consultant provides to the Client for the purpose of using the Service(s) will remain at all times the property of the Client.

8.2 To the extent that it is so entitled, the Client shall have exclusive right to use such Intellectual Property for the sole purpose of using the Service(s) as contemplated in this Agreement. 

9.RETURN OF PROPERTY 

9.1 Upon the expiry or termination of this Agreement, The Consultant will return to The Client any property, documentation, records, or Confidential Information which is the property of The Client.

10.CAPACITY/INDEPENDENT CONTRACTOR

10.1 In providing the Services under this Agreement it is expressly agreed that The Consultant is acting as an independent contractor and not as an employee. The Consultant 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, profit-sharing, pension or any other employee benefit for The Consultant during the Term. The Consultant is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to The Consultant under this Agreement.

11.NOTICE 

11.1Notice of service delivery shall be promptly delivered to the appropriate channel provided by the Client to the consultant for the delivery of the service. Such delivery shall be as specified and as assigned from the Client to the consultant.

11.2 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: 

a. (The Consultant) ______________________

______________________________

b. (The Client) ______________________

______________________________

or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier. 

12.MODIFICATION OF AGREEMENT 

12.1 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.

13. ENTIRE AGREEMENT 

13.1 This Agreement including any addenda, schedules, riders, supplements or exhibits attached hereto, constitutes the entire agreement between The Consultant and The Client and supersedes and cancels all offer letters or letters of award of contract, prior agreements, negotiations, or commitments made by either Party whether written or oral, with respect to the specific Service(s) provided hereunder.

14.INUREMENT 

14.1 This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

15.TITLES/HEADINGS 

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

16.SEVERABILITY, WAIVER

16.1 If any part or any provision of this Agreement is or becomes illegal, invalid or unenforceable, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity or enforceability of the remaining parts of said provision or the remaining provisions of this Agreement. No waiver by either Party to any provisions of this Agreement shall be binding unless made in writing.

17.GOVERNING LAW AND DISPUTE RESOLUTION

17.1 This Agreement shall be construed in accordance with and shall be governed by the laws of California without regard to conflict of laws principles. Except as otherwise provided herein, any dispute or controversy arising under or in connection with this Agreement shall be finally settled by a sole arbitrator to be agreed upon by both Parties. The place and seat or location of arbitration shall be California and the procedural law applicable to the arbitration proceedings shall be the laws of California. The arbitration shall be conducted in English.

IN WITNESS WHEREOF the Parties have executed this Agreement effective as of the date first written above.

THE CLIENT

Name: 

Title: _____________________________

Date/Signature: ____________________

THE CONSULTANT

Name: 

Title: _________________________

Date/Signature: _________________