• Services Agreement between Payor and Professional
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Services Agreement between Payor and Professional

This Services Agreement is part of the Member Contract between Payor and Professional, effective upon Payor's award and Professional’s acceptance of a Job on the Site. This Services Agreement incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the Lawkonect Terms of Service (“Terms of Service”). Capitalized terms not defined in this Services Agreement are defined in the Lawkonect Terms of Service.

1. Member Contract


Upon Payor’s award and Professional’s acceptance of a Job on the Site, Payor agrees to hire, and Professional agrees to deliver, the Professional Services in accordance with the following agreements (collectively, the “Member Contract”):

(1) the Terms of Service; (2) the Job terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms (defined below); (3) any other contractual provisions accepted by both Payor and Professional and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms (defined below); and (4) this Services Agreement.

A Payor and a Professional have the right to modify the provisions of this Services Agreement by agreeing to Job terms awarded and accepted on the Site or other contractual provisions accepted by both Payor and Professional and uploaded to the Site. Except as expressly permitted by the User Agreement, the other provisions of the Terms of Service (the “Mandatory Terms”) may not be modified.

Conflicts in the Member Contract shall be resolved in the following order of precedence:

(1) the Mandatory Terms; (2) the Job terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms; (3) any other contractual provisions accepted by both Payor and Professional and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms; and (4) this Services Agreement. Notwithstanding anything to the contrary, Payor and Professional both agree not to enter into any contractual provisions or Job terms in conflict with the Mandatory Terms. Any part of the Member Contract that conflicts with or modifies the Mandatory Terms shall be null and void while the other parts of the Member Contract shall remain valid and binding.

2. Responsibilities and Performance


Payor is responsible forsupervising, inspecting, accepting and paying for satisfactory Professional Services in accordance with the Member Contract in a timely and professional manner. Professional is responsible for the performance and quality of the Professional Services in accordance with the Member Contract in a timely and professional manner, consistent with industry practice. The manner and means that Professional chooses to perform the Job are in Professional’s sole discretion and control. In performing the Job, Professional agrees to provide its own equipment, tools, and other materials at its own expense. Payor and Professional each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract.

3. Duration of Services


The duration of performance of Professional Services under the Member Contract commences and terminates on the dates specified in the Job terms, unless both Payor and Professional otherwise agree through a change request on the Site and uploaded to the Dashboard.

4. Independent Professional Relationship


Professional’s relationship with Payor will be that of an independent professional, and nothing in the Member Contract should be construed to create a partnership, joint venture, or employer-employee relationship. Professional (a) is not the agent of Payor; (b) is not authorized to make any representation, contract, or commitment on behalf of Payor; (c) will not be entitled to any of the benefits that Payor makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and waives the right to receive any such benefits); and (d) will be solely responsible for all tax returns and payments required to be filed with or made to any central, state, or local tax authority with respect to Professional’s performance of services and receipt of fees under the Member Contract.

Professional is solely and exclusively liable for complying with all applicable state, central and international laws including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to Professional under the Member Contract. Payor will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Professional’s behalf. Professional hereby agrees to indemnify and defend Payor against any and all such taxes or contributions, including penalties and interest. Professional agrees to provide proof of payment of appropriate taxes on any fees paid to Professional under the Member Contract upon reasonable request of Payor.

5. Competitive or Conflicting Jobs


Professional agrees, during the term of the Member Contract, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Professional’s obligations under the Member Contract. Professional warrants that there is no such contract or obligation in effect as of the Effective Date. Professional further agrees not to disclose to, deliver to, or induce Payor to use any confidential information that belongs to anyone other than Payor or Professional.

6. Confidential Information


Professional agrees that during the term of the Member Contract and thereafter, except as expressly authorized in writing by Payor, Professional (a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in the Member Contract; (b) will not disclose, lecture upon, publish, or permit others to disclose, lecture upon, or publish any Confidential Information to any third party without first obtaining Payor’s express written consent on a case-by-case basis; (c) will limit access to Confidential Information to Professional personnel who need to know such information in connection with their work for Payor; and (d) will not remove any tangible embodiment of any Confidential Information from Payor’s premises without Payor’s prior written consent. “Confidential Information” means all information related to Payor’s business and its actual or anticipated research and development or related to a Work Product delivered or agreed to be delivered from Professional to Payor, including without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and compensation of Payor’s employees, professionals, and any other service providers; (iv) information designated by Payor, either in writing or orally, as Confidential Information, (v) the existence of any business discussions, negotiations, or agreements between Payor and any third party; and (vi) all such information related to any third party that is disclosed to Payor or to Professional during the course of Payor’s business (“Third Party Information”). Notwithstanding the foregoing, it is understood that Professional is free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of the Member Contract, and Professional’s own skill, knowledge, know-how, and experience. Confidential Information shall not include information that was known to Professional prior to Payor's disclosure hereunder or that becomes publicly available through no fault of Professional.

7. Professional Representations and Warranties


Professional hereby represents and warrants that (a) the Work Product will fully conform to the requirements and terms set forth on the Site and in the Member Contract; (b) Professional will not grant, directly or indirectly, any rights or interest whatsoever in the Work Product to third parties; (c) Professional has full right and power to enter into and perform the Member Contract without the consent of any third party; and (d) Professional will comply with all laws and regulations applicable to Professional’s obligations under the Member Contract.

8. Indemnification


Professional will defend, indemnify, and hold harmless Payor against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Payor arising from Professional's breach of the terms of this Agreement.

9. Termination


 

Termination with Cause.

Either party has the right to terminate the Member Contract immediately in the event that the other party has materially breached the Member Contract and fails to cure such breach within fifteen (15) days of receipt of notice by the non-breaching party, setting forth in reasonable detail the nature of the breach. Such notice must comply with the Dispute Resolution Process set forth in the Terms of Service. Payor may also terminate the Member Contract immediately in its sole discretion in the event of Professional’s material breach of the Sections titled “Competitive or Conflicting Jobs,” and “Confidential Information.”

 

 

Return of Property.

Upon termination of the Member Contract or upon Payor’s request at any other time, Professional will deliver to Payor all of Payor’s property together with all copies thereof, and any other material containing or disclosing any Work Product, Third Party Information, or Confidential Information.

 

 

Survival.

In addition to the provisions of the Terms of Service that will survive, the following provisions will survive termination of the Member Contract: Sections titled “Confidential Information,” “Professional Representations and Warranties,” “Indemnification,” “Return of Property,” “Survival,” “Exclusion and Limitations of Liability,” and “General Provisions.”

 

10. Multi-Employee Professional


Before any Professional’s employee or agent performs services in connection with the Member Contract or has access to Confidential Information, the employee or agent and Professional must have entered into a binding written agreement that contains provisions substantially equivalent to the sections titled “Intellectual Property Rights,” “Competitive or Conflicting Jobs,” “Confidential Information,” and any modifications thereto. Professional agrees (a) that its employees and agents will not be entitled to or eligible for any benefits that Payor may make available to its employees; (b) to limit access to the Confidential Information to employees or agents of Professional who have a reasonable need to have such access in order to perform the services pursuant to the Member Contract; and (c) to be solely responsible for all expenses incurred by any of its employees or agents in performing the services or otherwise performing its obligations under the Member Contract, except as set forth in this Agreement.

11. DISCLAIMER OF WARRANTIES


OTHER THAN THE WARRANTIES EXPRESSLY STATED HEREIN OR IN THE TERMS OF SERVICE, PROFESSIONAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. SOMESTATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY.

12. EXCLUSIONS AND LIMITATIONS OF LIABILITY


EXCEPT FOR A VIOLATION OF SECTION 6 OF THIS AGREEMENT TITLED CONFIDENTIAL INFORMATION, IN NO EVENT SHALL EITHER PROFESSIONAL OR PAYOR BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THE MEMBER CONTRACT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT FOR A VIOLATION OF SECTION 6 OF THIS AGREEMENT TITLED CONFIDENTIAL INFORMATION AND AS PROVIDED UNDER SECTION 8 OF THIS AGREEMENT TITLED INDEMNIFICATION, IN NO EVENT WILL EITHER PROFESSIONAL OR PAYOR BE LIABLE TO THE OTHER FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED FOR THE JOB, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, IN AN AMOUNT IN EXCESS OF THE AMOUNT THE PAYOR PAID TO THE PROFESSIONAL THROUGH THE SITE DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

13. General Provisions


 

Severability.

If any provision of the Member Contract is, for any reason, held to be invalid or unenforceable, the other provisions of the Member Contract will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

 

 

No Assignment.

The Member Contract, and the party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written consent, and any attempted Job, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the Member Contract will be binding upon assignees. Notwithstanding the foregoing, Payor may, without the consent of Professional, assign any rights and obligations under the Member Contract to an entity merging with, consolidating with, or purchasing substantially all its assets or stock. Any permitted assignment of the Member Contract shall be binding upon and enforceable by and against Payor’s and Professional’s successors and assigns, provided that any unauthorized assignment shall be null and void and constitute a breach of the Member Contract.

 

 

Notices.

Each party must deliver all notices or other communications required or permitted under the Member Contract to the other party by uploading it to the Dashboard.

 

 

Injunctive Relief.

Professional acknowledges that, because its services are personal and unique and because Professional will have access to Confidential Information of Payor, any breach of the Member Contract by Professional would cause irreparable injury to Payor for which monetary damages may not be an adequate remedy and, therefore, will entitle Payor to injunctive relief (including specific performance). The rights and remedies provided to each party in the Member Contract are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

 

 

Waiver.

Any waiver or failure to enforce any provision of the Member Contract on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

 

 

Execution and Delivery; Binding Effect.

The parties will evidence execution and delivery of the Member Contract with the intention of becoming legally bound, by accepting the Terms of Service on the Site.

 

 

Entire Agreement.

The Member Contract is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to the Member Contract, or any waiver of any rights under the Member Contract, will be effective unless uploaded to the Dashboard and accepted by Professional and Payor. The terms of the Member Contract will govern all Jobs and services undertaken by Professional for Payor.

 

CONTACTING US


If you wish to report a violation of the Terms of Service, have any questions or need assistance, please contact Lawkonect Customer Support as follows:

 

Email: info@lawkonect.com

Phone: +91 9555-507-507

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