Services Agreement
This Services Agreement (this “Agreement”), effective as of April 15th, 2024 (the “Effective Date”), is made and entered into between THE FOREIGN VENTURE GROUP LTD, a [JURISDICTION OF INCORPORATION/FORMATION] [corporation/limited partnership], having its offices at WINNIPEG, MANITOBA (“Service Provider”), and AJ’S DOLL HOUSE, a [JURISDICTION OF INCORPORATION/FORMATION] [corporation/limited partnership], located at SCARBOROUGH, TORONTO (“Customer”).
1. Services
Service Provider agrees to provide Customer with the services (the “Services”) outlined in Exhibit A. The provision of Services shall adhere to the terms and conditions set forth in this Agreement, utilizing personnel with the necessary skill, experience, licenses, and qualifications, in a timely, professional manner, and in accordance with industry standards. Customer retains the right to perform or obtain similar services from other providers. Service Provider may not subcontract the Services.
2. Financial Provisions
2.1 Fee Structure: Customer agrees to compensate Service Provider at a rate of Thirteen dollars and fifty CAD ($13.50) per hour for 25 hours per week. Payments are due within two to three (2-3) business days following each month-end, subject to satisfactory completion of Services.
2.2 Expense Reimbursement: Customer shall reimburse Service Provider for pre-approved expenses within thirty (30) days of invoice receipt, accompanied by acceptable documentation.
2.3 Financial Obligations: All financial obligations, including Service Fees and taxes, are payable solely to Service Provider.
2.4 Holdback Provision: Service Provider implements a 10% holdback provision of the total contract value to cover potential delays or breaches, released upon successful completion or adherence to payment terms.
2.5 Prepayment Requirement: In case of delayed payments on two occasions, Service Provider may request a prepayment equal to 50% of the estimated contract value, failing which, termination may occur.
2.6 Dispute Resolution: Payment-related disputes are subject to good-faith negotiations, with any excess holdback promptly returned to Customer.
3. Intellectual Property
All Deliverables, including documents and work product, shall be owned exclusively by Customer. Service Provider and its personnel agree to assign all Intellectual Property Rights to Customer. Service Provider waives any moral rights in favor of Customer.
4. Ownership Transfer
Upon completion of specified conditions, ownership of the Asset transfers from Current Owner’s Name to New Owner’s Name. These conditions include payment in full, documentation completion, and any other mutually agreed conditions.
5. Effective Date
Ownership transfer becomes effective on [Effective Date] upon satisfaction of all conditions.
6. Confidentiality
Customer’s Confidential Information disclosed to Service Provider is to be used solely for Agreement purposes and not disclosed without written consent. Upon request, Service Provider must return all Customer documents promptly.
7. Expiration or Termination
Upon expiration or termination, Service Provider must deliver all documents and materials to Customer, return Customer-owned property, and assist in transitioning services.
8. Term
This Agreement shall commence on the Effective Date and continue for 6 months unless terminated earlier.
9. Termination
Either party may terminate upon written notice if the other party breaches the Agreement or becomes insolvent.
10. Liabilities and Indemnities
Upon Effective Date, New Owner’s Name assumes all responsibilities and liabilities associated with the Asset. Current Owner’s Name indemnifies New Owner’s Name against pre-existing claims.
11. Compliance with Law
Service Provider agrees to comply with all applicable laws and regulations of Manitoba, Canada.
12. Governing Law
This Agreement is governed by the laws of the Province of Manitoba and federal laws of Canada, without regard to conflict of law provisions.
13. Notices
Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (other than routine communications having no legal effect) (each, a “Notice”) in writing and addressed to the other Party at the addresses set forth on the first page of/in the preamble to this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “read receipt” function, as available, return email or other form of written acknowledgment), if delivered by email of a PDF document; (c) when sent, if sent by facsimile (with confirmation of transmission) on the date of transmission if a Business Day or if not a Business Day or after 5:00 p.m. on the date of transmission, on the next following Business Day; or (c)/(d) on the ordinal number day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.
14. Dispute Resolution
Any disputes arising from or related to this Transfer of Ownership shall be resolved through mediation or arbitration in Location, in accordance with the rules of Mediation/Arbitration Body.
15. Choice of Forum
Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Manitoba. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE [NON-]EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION, LITIGATION, OR PROCEEDING; AND (B) WAIVE ANY OBJECTION TO THE VENUE OF ANY ACTION OR PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; AND (C) [WAIVES ANY RIGHT TO TRIAL BY JURY; AND (D)] WAIVES PERSONAL SERVICE AND AGREES TO SERVICE BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN OF ANY SUMMONS, COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY LAW, SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION, LITIGATION, OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
16. Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding the transfer of the Asset and supersedes all prior agreements, understandings, or representations.
17. Warranties and Representations
Current Owner’s Name warrants legal title to the Asset, absence of encumbrances, and authority to transfer.
18. Severability
The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.
19. Amendments and Modifications
The parties may not amend this Agreement except by written instrument signed by the parties.
20. Waiver
No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)”) is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right.
21. Cumulative Remedies
The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.
22. Assignment and Delegation
Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void.
23. Successors and Assigns
This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
24. No Third-Party Beneficiaries
Except for the parties, their successors and permitted assigns, there are no third-party beneficiaries under this Agreement.
25. Survival
Sections of this Agreement shall survive any expiration or termination for the period specified therein, or if nothing is specified for a period of twelve (12) months after such expiration or termination.
26. Counterparts
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
27. Force Majeure
No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the impacted party’s (“Impacted Party”) reasonable control including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics, pandemics, including the 2019 novel, coronavirus pandemic (COVID-19) [, and [OTHER POTENTIAL DISASTER(S) or CATASTROPHE(S)];] (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law or actions; (f) embargoes or blockades in effect on or after the date of this Agreement; and [(g) national or regional emergency; and [(h) strikes, lockouts, labour stoppages or slowdowns, labour disputes, or other industrial disturbances; and (i) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and [(j) failure of any governmental or public authority to grant a necessary licence or consent; and (k) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within two (2) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of seven (7) consecutive days following written notice given by it under this Section, either party/the other party may thereafter terminate this Agreement upon seven (7) days’ written notice.
28. Client Feedback
Customer agrees that Service Provider may use positive feedback received from Customer regarding the Services provided under this Agreement for marketing and promotional purposes, including but not limited to, testimonials on Service Provider’s website, social media channels, or marketing materials. Service Provider agrees to seek Customer’s prior written consent before using any specific feedback for such purposes.
29. Changes to Terms of Service
The Company reserves the right to update the Terms of Service. The most current version of the Terms of Service can be reviewed at any time at www.thefvg.com/terms. It is the responsibility of the User to periodically check the website for changes. Continued use of or access to the website or the Service by the User following the posting of any changes to the Terms of Service constitutes acceptance of those changes.
30. Miscellaneous
This agreement supersedes all prior agreements and must be amended in writing.
