For purposes of this Agreement, the following terms shall have the following meanings:
(a) SERVICES
means any and all services specified in the Statement of Work (as defined below).
Contractor shall perform and deliver the Services as set forth in the Statement of Work issued against and subject to the terms and conditions of this Agreement.
The term of this Agreement shall commence on the date of first payment, and shall continue for 24 months thereafter or until terminated in writing by one of the parties.
(a) PRICE
The Service will be performed on a firm fixed price basis, as indicated in the applicable Statement of Work. Any additional or unscheduled
Services to be provided by Contractor outside of the Statement of Work must be mutually agreed upon in writing signed by both parties hereto
referencing this Agreement.
(b) PAYMENT SCHEDULE
Services will be paid for before the work is carried out and is on a pay on Invoice basis.
(c) Fees
All fees payable are in addition to the price agreed for Services and are the Customers expense.
Termination of Services. Customer reserves the right to terminate the Service, upon 90 days written notice to Contractor.
Contractor and Customer acknowledge that during the course of contract, information of a confidential nature may be disclosed between the parties. Such information, shall be considered confidential information (“Confidential Information”). Neither party has the right to disclose the Confidential Information of the other, in whole or in part, to any third party, and neither party will make use of the Confidential Information of the other for its own or a third party’s benefit or in any way use such Confidential Information other than for the purposes of performance of this Agreement without the prior written consent of the disclosing party. Each party agrees to take all steps reasonable to protect the other’s Confidential Information from unauthorized use and/or disclosure. The parties agree not to copy in whole or in part, any Confidential Information nor modify the same in any way without prior written consent from the other party. Neither party will be liable to the other for the disclosure of Confidential Information if, as shown by clear and convincing evidence, the Confidential Information: (a) is generally known to the public at the time of disclosure by the disclosing party; or (b) becomes generally known to the public through no fault of the receiving party; or (c) was lawfully in the possession of the receiving party prior to signing this Agreement; or (d) is subject to applicable United States laws or a valid court order requiring disclosure of such Confidential Information.
In any judicial proceeding, it will be presumed that the Confidential Information in question constitutes protectable trade secrets of the disclosing party, and the receiving party shall bear the burden of proving that the Confidential Information was publicly or rightfully known or disclosed.
Neither party will use the other party’s name or marks, refer to or identify the other party for any other reason, except as established in this section, without such other party’s written approval. Any approval required under this Section shall not be unreasonably withheld or delayed by either party.
(a) This Service Contract shall be deemed to have been made, executed and delivered in New Zealand and shall be construed in accordance with the laws of New Zealand.
(b) ENTIRE AGREEMENT
This Agreement, together with any other materials referenced in or expressly made a part of the Agreement, constitutes the final and entire
Agreement between Contractor and Customer and supersedes all prior and contemporary agreements, oral or written.
