This Service Agreement ("Agreement") is made and entered into as of [Effective Date] by and between:
Service Provider: OTOCO BASE WY LLC - New Vision - Series 175, a Wyoming Limited Liability Company, with its principal place of business at 32N Gould St, Sheridan, WY 82801, USA (hereinafter "New Vision LLC").
Client: [Client Name], with its principal place of business at [Client Address] (hereinafter "Client").
This Agreement shall be effective as of the date of the last signature below (the "Effective Date").
New Vision LLC agrees to provide the Client with consulting services as detailed in a separate Statement of Work (SOW) or project proposal, which shall be incorporated into this Agreement by reference. Services may include, but are not limited to, Content Strategy & Planning, Infoproduct Launch & Marketing, and Creator Brand Development.
The Client agrees to compensate New Vision LLC for the services rendered as specified in the applicable SOW. Payment terms, including fees, invoicing schedule, and accepted payment methods, will be outlined in the SOW.
This Agreement shall commence on the Effective Date and continue until the completion of the services outlined in the SOW, unless terminated earlier as provided herein.
Either party may terminate this Agreement with [Number] days written notice if the other party breaches any material term and fails to cure such breach within [Number] days of receiving written notice thereof. Upon termination, the Client shall pay New Vision LLC for all services rendered and expenses incurred up to the termination date.
Both parties acknowledge that they may have access to confidential and proprietary information belonging to the other party. Both parties agree to maintain the confidentiality of all such information and not to disclose it to any third party without prior written consent, except as required by law. This obligation shall survive the termination of this Agreement.
Upon full payment of all fees due under this Agreement, New Vision LLC shall assign to the Client all intellectual property rights in the deliverables specifically created for the Client under an SOW. New Vision LLC retains all rights to its pre-existing intellectual property, methodologies, and tools.
New Vision LLC represents and warrants that the services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. The Client represents and warrants that it has the full power and authority to enter into this Agreement.
Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in connection with any breach of this Agreement by the indemnifying party.
In no event shall New Vision LLC be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, arising out of or in connection with this Agreement, whether based on warranty, contract, tort (including negligence) or any other legal theory, even if New Vision LLC has been advised of the possibility of such damages. New Vision LLC's total liability under this Agreement shall not exceed the total fees paid by the Client to New Vision LLC for the services giving rise to the claim.
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to its conflict of laws principles.
This Agreement, together with any SOWs, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
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OTOCO BASE WY LLC - New Vision - Series 175
By: ______________________________
Name: ____________________________
Title: ____________________________
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[Client Name]
By: ______________________________
Name: ____________________________
Title: ____________________________