HashTech Group Melbourne: L1 793 Burke Rd, Camberwell VIC 3124 Sydney: L13 333 George St, Sydney NSW 2000 Postal: SE36 17 Coleman Pde, Glen Waverley VIC 3150 Tel: +61290665788
Prepared for: The Client
This General Services Agreement is entered into as of the effective date by and between HashTech Group, having its principal place of business located at L13 333 George St, Sydney NSW 2000 (the “Provider”) and the Client, having its principal place of business located at [Client's Address] (the “Client”), both of whom agree to be bound by this Agreement.
WHEREAS, the Client requires services, as described on Exhibit A attached hereto (the "Services") and desires to hire the Provider, who is engaged in the business of providing technology solutions.
NOW, THEREFORE, subject to the terms and conditions hereinafter set forth, the Parties agree as follows:
1. SERVICES. The Provider shall develop and deliver all items required to implement the Services as described on Exhibit A attached hereto.
2. FEES AND EXPENSES.
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2.1. Fees. The Client shall pay the Provider on an hourly basis at a rate of [Hourly Rate] per hour. The Client shall provide a retainer of [Retainer Amount] to the Provider on or before the fifteenth (15th) day following receipt of each monthly invoice against which it will bill for the Services.
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2.2. Expenses. The Provider may incur costs (including but not limited to travel, lodging, and other costs incidental to the Services) for which it shall be reimbursed by the Client. The Provider will obtain approval from the Client prior to incurring such costs.
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2.3. Invoicing. The Provider shall provide an invoice to the Client within the first five (5) business days of each month describing the hourly fees incurred the previous month and approved costs incurred. The Provider will first account for such fees by applying amounts from the retainer held and request any additional amounts required in excess of such retainer. Invoices shall be due and payable within fifteen (15) days of receipt.
3. TERM AND TERMINATION. This Agreement shall last from the date of execution to the completion of the Services, as described herein. The Client may terminate this Agreement for any reason with fifteen (15) days notice to the Provider. Upon such notice of termination, the Provider will provide an invoice to the Client outlining all costs incurred to the point of such notice. Such costs shall be due and payable upon termination. The Provider may withhold any deliverables pursuant to the Services until such payment is made in full.
4. DELIVERY. The Provider shall deliver all deliverables pursuant to the Services as described on Exhibit A. If the final deliverable does not conform with the specifications described on Exhibit A, the Client shall within fifteen (15) days of the date of delivery notify the Provider in writing of the ways in which it does not conform with such specifications. The Provider agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity. If such notice is not received within fifteen (15) days the deliverable shall be deemed to conform entirely with the specifications described on Exhibit A.
5. CHANGE IN SPECIFICATIONS. The Client may request that changes be made to the specifications outlined on Exhibit A, or other aspects of the Agreement and tasks associated thereto. If the Client requests such a change, the Provider will use its best efforts to implement the requested change at no additional expense to the Client and without delaying delivery. In the event that the proposed change will, in the sole discretion of the Provider, require a delay in delivery or would result in additional expense to the Client, then the Client and the Provider shall confer and the Client shall, in its discretion, elect either to withdraw the proposed change or require the Provider to deliver the services with the proposed change and subject to the delay and/or additional expense.
6. PROPRIETARY RIGHTS. The Client shall be the owner of all right, title, and interest in any intellectual property in the final deliverables and the Services shall be deemed a Work Made For Hire in accordance with the Copyright Act, as amended from time to time. The Provider acknowledges and agrees that the final deliverables will contain valuable proprietary rights and disclaims all rights in such rights. The Provider hereby assigns to the Client without further compensation all of its right, title, and interest in the final deliverables and any and all related intellectual property rights thereto.
7. INTELLECTUAL PROPERTY WARRANTY. The Provider warrants and represents that it will not knowingly violate the intellectual property rights of any third party in its performance of the Services. The Client warrants and represents that any content provided to the Provider to facilitate the performance of the Services shall not violate the intellectual property rights of any third party and shall indemnify the Provider against any claim that results from the provision of such allegedly infringing content.
8. JURISDICTION AND VENUE. This Agreement shall be construed with and governed by the substantive laws of Sydney, Australia. Should any claim or controversy arise between the Parties under the terms of this Agreement, such claim or controversy shall be resolved only in the state or federal courts located in Sydney, Australia, and said state and federal courts for Sydney, Australia shall be the only appropriate jurisdiction and venue for such claim or controversy.
9. NO WAIVER OR MODIFICATION. No obligation in this Agreement shall be deemed waived, nor shall any term be modified without a consent to such waiver or change signed by both Parties.
