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Consulting Service Agreement

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SERVICES AGREEMENT

THIS SERVICES AGREEMENT (the “Agreement”), is made by and between the client  (the “Company”), and SpaceRex, LLC a North Carolina Limited Liability Company with a principal address located at 8311 Brier Creek Pkwy Suite 105-334, Raleigh, North Carolina 27617, (“SpaceRex”).  The Company and SpaceRex may be referred to herein individually as a “Party” or collectively as the “Parties”.  In consideration of the respective rights and obligations hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

  1. Services. Services to be rendered by SpaceRex include the following: IT Consulting Services (the “Services”). The Parties Agree that any change to these Services shall be reflected in a subsequent Exhibit and that performance of any additional services shall not delay Compensation for the Services. 
  1. Compensation. In consideration of the Services rendered by SpaceRex, Company shall pay or cause to be paid to SpaceRex and amount not less than $300 for the first hour of service and $200 per hour thereafter, or $250 for the first hour of service and $200 per hour thereafter if the Company contacted SpaceRex in relation to the Services prior to 8/28/2023. In addition, a $50 cancellation fee will be charged per session for any session the Company schedules and cancels less than 4 hours before the scheduled time.
  1. Invoicing. SpaceRex shall deliver an invoice to Company after SpaceRex’ performance of Services. Payments for Services rendered under this Agreement shall become due thirty (30) days after the Company receives the invoice for such Services for the applicable Service. The Company may withhold from any payment, including the final payment, any amount in dispute. In addition, the Company may withhold payment in any payment period if SpaceRex has failed to provide the reports set forth herein, until such time as SpaceRex has submitted such reports to the Company. All compensation by Company to SpaceRex is conditioned on Company’s evaluation and approval of SpaceRex’ performance. Invoices shall be emailed to the email address provided.
  1. The remaining provisions between the parties are listed on the Terms and Conditions, which are incorporated herein and made a part hereof by this reference.

Terms and Conditions to the Services Agreement

  1. Description of Services. SpaceRex shall perform Services for or on behalf of Company, in accordance with this Agreement and in accordance with any change orders attached hereto and incorporated herein by reference, or as periodically amended by the mutual written agreement of the Parties. 
  1. Relationship of The Parties.  SpaceRex shall perform the Services described in this Agreement and in the respective writing as an independent contractor to the Company, and no joint venture, partnership, agency, or employment relationship is created by this Agreement. 
  1. Standard of Performance. In the performance of all of the Services and his other duties and obligations under this Agreement, SpaceRex shall: (i) use his best efforts and all diligence to properly and competently perform the Services and his other duties and obligations as set forth in this Agreement; (ii) act in a professional manner; (iii) act in the best interests of the Company; (iv) act in good faith; (v) act in a manner which is satisfactory to the Company; and (vi) perform in such a manner as to comply with the reasonable guidelines and parameters established by the Company. The Company and SpaceRex agree and acknowledge that their mutual goal is for the Company to provide services of the highest quality to the Company’s customers. 
  1. Expenses.  SpaceRex acknowledges that it shall be responsible for all expenses incurred by SpaceRex in carrying out its duties and obligations pursuant to this Agreement including, but not limited to, expenses relating to insurance, vehicles, fuel and maintenance, supplies, and all taxes.  
  1. Termination. This Agreement shall terminate upon completion of the Services or by giving notice to the breaching party and said party fails to cure the breach within thirty (30) days.
  1. Remedies.  The Parties agree that if SpaceRex shall violate any of the covenants or agreements under this Agreement, the Company shall be entitled only to specific performance of the Services.
  1. SpaceRex Representations and Warranties. SpaceRex represents and warrants that: (i) it has the experience, skills and ability necessary to timely and completely perform the Services and to fulfill his duties and obligations under this Agreement; (ii) it has the capacity to enter into this Agreement; (iii) is not a party to any agreement, arrangement or other understanding with any person or entity which might affect, restrain or conflict with any of the provisions of this Agreement; and (iv) all materials delivered to the Company under this Agreement shall be original work and shall not violate any patent, copyright, trade secret or other proprietary right of any third party.
  1. Confidentiality.  SpaceRex agrees to, and shall use his best efforts to insure that all of his agents and representatives, treat all matters and information related to Company as confidential information (the “Confidential Information”) entrusted to him solely for use in his capacity as a contractor of the Company. 
  1. Noninterference and Noncompetition.  SpaceRex covenants and agrees that it shall not, at any time, directly or indirectly induce or attempt to induce any employee, agent, customer, vendor, supplier or other representative or associate of the Company to terminate its relationship with the Company, or in any way directly or indirectly interfere with such a relationship or any relationship between the Company and any of its current or prospective employees, agents, customers, vendors, suppliers or other representatives.
  1. Limited Liability. With regard to the Services, the Company shall hold SpaceRex harmless for any right, claim, liability, cause of action due to or arising out of the relationship between the Company and SpaceRex, for any acts or omissions in SpaceRex’ performance of the Services or on the part of the agents or employees of SpaceRex in connection therewith and the same shall be the obligation and liability of SpaceRex. 
  1. Works of Authorship and Intellectual Proprietary Rights.  Any and all writings, works, copyrights, patents, trade secrets, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, or other similar matter or thing developed or created by SpaceRex, either independently or in conjunction with others, during the term of this Agreementand for the one (1) year after the termination of this Agreement and in any way related to SpaceRex’ provision of the Services hereunder, shall be the sole and exclusive property of SpaceRex.
  1.  Waiver.  The terms of this Agreement may be waived only in writing signed by the Party waiving compliance.
  1. Reformation and Severability. If any provision of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, such decision shall not affect, impair or invalidate the remainder of this Agreement. The invalid or unenforceable provision shall be reformed so that each Party shall have the obligation to perform reasonably in the alternative to give the other Party the benefit of its bargain. In the event the invalid or unenforceable provision cannot be reformed, the remaining provisions of this Agreement shall be given full effect, and the invalid or unenforceable provision shall be deemed stricken.
  1. Dispute Resolution.  In the event a disagreement arises regarding any provision of this Agreement, the Parties shall submit the matter to binding arbitration held in Wake County, North Carolina.
  1. Force Majeure.  Neither Party will be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God.
  1. Attorney Fees.  In the event that it shall become necessary for either Party to retain the services of an attorney to enforce any terms of this Agreement by any legal means, the prevailing Party, in addition to all other rights and remedies under this Agreement or as provided by law, shall be entitled to reimbursement of its reasonable attorney’s fees and costs of suit by the non-prevailing Party, payable on demand of the prevailing Party. 
  1. Modification.  No changes, modifications or amendments of any term shall be valid unless agreed upon by the Parties in writing. Any agreement between the Parties purporting to amend a term or condition of this Agreement shall, to be effective, specifically identify that term or condition’s Paragraph number, and shall include the Parties’ specific intent to amend that term or condition.
  1. Choice of Words.  The language used in this Agreement shall be deemed to be the language chosen by the Parties to this Agreement to express their mutual intent. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural as the identity of the person or persons may require.
  1. No Strict Construction.  Neither Party will assert that it did not draft the words used in the Agreement so that any ambiguities are resolved against the Party that drafted the Agreement so that the rule of strict construction will not be applied against either Party to this Agreement.
  1. Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
  1. Notice. All notices, demands and requests which may be given or which are required to be given by either Party to the other must be in writing.
  1. Voluntary Signature. The Parties represent that each has carefully read this Agreement, that he knows and understands the contents and consequences thereof, and that he has signed this Agreement voluntarily and with informed consent.
  1. Entire Agreement. This Agreement, together with its Exhibits, constitutes the entire agreement between the Company and SpaceRex relating to the subject matter hereof.  The Parties shall not be bound by or liable for any statement, writing, representation, promise, inducement or understanding not set forth herein or in an Exhibit hereto.
  1. Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

Last updated June 2023.