THIS GENERAL SERVICE AGREEMENT (the "Agreement") is active upon payment submitted of the project definition that prompted the initial project, service, or solution provided or mutually agreed upon.

 

Parties involved:

 

Advisor: 

SoCal Solution Advisors LLC, Upland, CA, USA (the "Advisor") 

 

Client: 

The entity or individual representing any entity, or the individual themselves who makes any payment to the Advisor

 

Initial Payment and/or any additional subsequent payments to Advisor is mutual agreement of this entire Agreement:

 

A. The Client is of the opinion that the Advisor has the necessary qualifications, experience and abilities to provide services to the Client. 

B. The Advisor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement. 

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Advisor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: 

SERVICES PROVIDED 

1. The Client hereby agrees to engage the Advisor to provide the Client with the following services (the "Services"): 

• any solutions given, repairs or services received. 

2. The Services will also include any other tasks which the Parties may agree on with mutual documentation, which may include documented phone calls, text messages, emails, or other documented communications. 

The Advisor hereby agrees to provide such Services to the Client. 

 

TERM OF AGREEMENT 

3. The term of this Agreement (the "Term") will begin on the date payment is made or when services are agreed upon and will remain in full force and effect indefinitely until terminated as provided in this Agreement. 

4.  In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the other Party.

5. In the event that either Party breaches a material provision under this Agreement, the non defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages. 

6. This Agreement may be terminated at any time by mutual agreement of the Parties. 

7. Except as otherwise provided in this Agreement, the obligations of the Advisor will end upon the termination of this Agreement. 

PERFORMANCE 

8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. 

CURRENCY 

9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars). 

COMPENSATION 

10. The Advisor will charge the Client for the Services as follows (the "Compensation"): agreed compensation rate. 

11. Payment requests submitted by the Advisor to the Client are due upon receipt, unless otherwise stated on the notice.  

12. Failure of payment after services are provided will result in legal repercussions and additional fines. 

REIMBURSEMENT OF EXPENSES 

12. The Advisor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Advisor in connection with providing the Solutions or Services, not limited to time, materials, and mileage.

13. Pre-approval is not required for all expenses. 

INTEREST ON LATE PAYMENTS 

14. Interest payable on any overdue amounts under this Agreement is charged at the Advisors will or at the maximum rate enforceable under applicable legislation.

CONFIDENTIALITY 

15. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. 

16. The Advisor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Advisor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely. 

17. All written and oral information and material disclosed or provided by the Client to the Advisor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Advisor. 

OWNERSHIP OF INTELLECTUAL PROPERTY 

18. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Advisor. The Client is granted a non-exclusive limited-use license of this Intellectual Property until the "Intellectual Property" is paid in full with receipt. 

19. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Advisor. 

RETURN OF PROPERTY 

20. Upon the expiration or termination of this Agreement, the Advisor will return to the Client any property of the Client. 

RIGHT OF SUBSTITUTION 

21. Except as otherwise provided in this Agreement, the Advisor may, at the Advisor's absolute discretion, engage a third party to perform some or all of the obligations of the Advisor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services unless otherwise mutually agreed upon. 

22. In the event that the Advisor has any third party deliver products or services: 

• The Advisor will compensate the third party for its products or services and Client agrees to Compensate the Advisor at the quoted rate. Whereas any third party may either be paid directly and Advisor will receive a finders fee for the referral, which may be a flat fee or percentage of third party’s compensation, or the Advisor may compensate the third party out of Advisor’s compensation from Client.

• For the purposes of the indemnification clause of this Agreement, any third party will report to the Advisor, but will ultimately be compensated by the Client, either directly or through the Advisor. 

 

AUTONOMY 

23. Except as otherwise provided in this Agreement, the Advisor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Advisor will work autonomously and not at the direction of the Client. However, the Advisor will be responsive to the reasonable needs and concerns of the Client as time permits. 

EQUIPMENT 

24. Except as otherwise provided in this Agreement, the Advisor will provide at the Advisor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement. 

NON EXCLUSIVITY 

26. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services. 

INDEMNIFICATION 

28. 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 directors, shareholders, affiliates, officers, agents, employees, and 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, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement. 

 

MODIFICATION OF AGREEMENT 

30. 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. 

TIME OF THE ESSENCE 

31. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. 

ASSIGNMENT 

32. The Advisor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. 

 

ENTIRE AGREEMENT 

33. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. 

ENUREMENT 

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

TITLES/HEADINGS 

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

GENDER 

36. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 

GOVERNING LAW 

37. This Agreement will be governed by and construed in accordance with the laws of the State of California. 

SEVERABILITY

38. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. 

WAIVER 

39. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. 

 

Defaulting 

40. At any time while not in default under this Agreement, the Client may make lump sum payments or pay the outstanding balance then owing under this Agreement to the Advisor without further bonus or penalty.

 

41. Notwithstanding anything to the contrary in this Agreement, if the Client defaults in the performance of any obligation under this Agreement, then the Advisor may declare the full value of the time and materials amount owing under this Agreement at that time to be immediately due and payable.

 

Governing Law

42. This Agreement will be construed in accordance with and governed by the laws of the State of

California.

 

Costs

43. The Client will be liable for all costs, expenses and expenditures incurred relating to the project, including, without limitation, the complete legal costs of the Advisor incurred by enforcing this Agreement as a result of any default by the Client and such costs will be added to the principal then outstanding and shall be due and payable by the Client to the Advisor immediately upon demand of the Advisor.

 

44. Requested Estimates for projects will commence within 30 days or less from date Estimate is delivered to Client by Advisor

 

45. Projects that are not cancelled in writing or do not commence within 30 days are considered in default of commencement.

 

46. Project commencement defaults will cause all expenses incurred in the creation of the Estimate to become due and payable immediately, and will only be applied to the same or a different project(s) in the future at the full and complete discretion of the Advisor.

 

Binding Effect

47. This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Client and Advisor. The Client waives presentment for payment, notice of non-payment, protest, and notice of protest.

 

Amendments

48. This Agreement may only be amended or modified by a written instrument executed by both the Client and the Advisor.

 

Severability

49. The clauses and paragraphs contained in this Agreement are intended to be read and construed independently of each other. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

 

General Provisions

50. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

 

Entire Agreement

51. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.The parties have duly affixed their agreement upon submitted and confirmed payment of any request presented from the Advisor and paid by Client. Any payments contested by Client, or contested via method of payment (credit card dispute initiated by Client) where Advisor did not receive, or payment was reverted, or reported as fraud with the payment provider, shall be a breach of contract and payment will still be considered an enrollment and complete acceptance of this Agreement.

 

This Agreement may be updated from time to time by Advisor without notice.