Graphite & Acid / Hourly Service Agreement

A time-and-materials agreement billed by the hour, with estimates, time records and an over-estimate check.

Hourly Service Agreement

TIME AND MATERIALS AGREEMENT

<h1 style="line-height:1.08">Hourly Service Agreement</h1>

Between {{SELLER_COMPANY}} and {{CLIENT_COMPANY}}

Reference {{AGREEMENT_REFERENCE}}Effective date {{EFFECTIVE_DATE}}

<h2 style="line-height:1.2">Parties</h2>

<h2 style="line-height:1.2">Key terms</h2>

Parties and key terms

<h2 style="line-height:1.2">Services and delivery</h2>

The Provider will provide the services described in Schedule 1 (the &quot;Services&quot;) to the Client in accordance with this agreement.

The Provider will perform the Services with reasonable skill and care, in a professional manner and in line with generally accepted standards for similar services.

The Provider decides how the Services are performed and may use its own staff and approved subcontractors. The Provider remains responsible for work done by its subcontractors.

Services

The Client will provide accurate information, materials, access and decisions that the Provider reasonably requests, in good time.

The Client will name one person with authority to give instructions and approvals on its behalf.

The Client is responsible for the content, data and materials it supplies and confirms that it has the right to let the Provider use them for the Services.

Client responsibilities

Either party may ask for a change to the Services. The Provider will tell the Client how the change affects the fees, timeline and other terms.

A change takes effect only when both parties sign a written change order. Until then, both parties continue under the existing terms.

Changes

Services and delivery

<h2 style="line-height:1.2">Fees and payment</h2>

The Client will pay the Provider for time spent at the rates set out in the fee schedule. The Provider will keep accurate time records and share them with each invoice.

All fees are stated exclusive of taxes. Each party pays its own taxes on income. Where sales tax, VAT or GST applies, it is added to the invoice at the applicable rate.

Fees

The Provider will invoice monthly in arrears for time worked in the previous month. The Client will pay undisputed amounts within 14 days of the invoice date, unless a specific payment date is stated in the key terms. An invoice must identify the work, billing period and applicable taxes.

The Client will notify the Provider promptly of a good-faith invoice dispute, with reasons, and pay undisputed amounts on time. The parties will work promptly to resolve the disputed amount.

Late interest applies only if a rate is expressly agreed in the fee schedule and only up to the lawful maximum. The Provider may suspend affected work for an undisputed overdue amount after 7 days&#39; written notice and an opportunity to pay. The parties will agree any resulting schedule adjustment.

Invoicing and payment

The Client will reimburse reasonable expenses that it approves in advance, such as travel, third-party licences and stock assets bought for the project. The Provider will pass these on at cost with receipts.

Expenses

Fees and payment

<h2 style="line-height:1.2">Ownership and confidentiality</h2>

The deliverables are the outputs identified in the services schedule or signed statement of work. When the Client pays the fees due for a deliverable, the Provider assigns the rights it owns in the original materials created specifically for that deliverable (&quot;Project Materials&quot;) to the Client. The Provider will obtain necessary rights from its personnel and sign reasonable documents needed to give effect to the assignment, subject to mandatory law.

The Provider retains pre-existing tools, methods, templates and know-how. To the extent embedded in a paid deliverable, it grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use, maintain and modify them with that deliverable, including through service providers acting for the Client.

Each party retains its own supplied materials. Third-party and open-source materials remain subject to their licences. The Provider will identify material licence restrictions and recurring fees before including them, and obtain approval for any licence requiring disclosure of the Client&#39;s proprietary code.

Ownership of work

Ownership and confidentiality

Each party will protect information identified as confidential or reasonably understood to be confidential, use it only to perform this agreement, and share it only with personnel and advisers who need it and owe equivalent confidentiality duties. Each party is responsible for those recipients.

The duties do not cover information that is public without breach, already lawfully known, lawfully received without restriction, or independently developed. Required disclosure is permitted to the minimum extent necessary, with prior notice where lawful. Nothing restricts protected reports to regulators or law-enforcement bodies.

On request or termination, the receiving party will return or delete the information, apart from legally required records and routine backups, which remain protected. Duties continue for 3 years after termination; trade secrets remain protected while they qualify as trade secrets.

Confidentiality

Ownership and confidentiality (continued 2)

<h2 style="line-height:1.2">Risk and liability</h2>

Each party confirms that it has authority to enter into this agreement. The Provider will perform the Services with reasonable skill and care and in accordance with applicable law and the agreed specifications.

The Provider confirms it has the rights needed to supply the deliverables and grant the ownership or usage rights in this agreement. For this clause, deliverables are the outputs identified in the services schedule or signed statement of work.

If the Client reports a material failure to meet the agreed specifications within 30 days of acceptance, or delivery where acceptance is not required, the Provider will correct or reperform the affected work without additional charge within a reasonable agreed period. If correction is not reasonably possible, the Client may terminate the affected work and receive a refund for its unusable portion. Mandatory rights remain unaffected.

Warranties and correction

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED &quot;AS IS&quot;, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE FULLEST EXTENT ALLOWED BY LAW.

Disclaimer

Risk and liability

NEITHER PARTY IS LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSS, OR FOR LOSS OF PROFIT, REVENUE, DATA OR GOODWILL, ARISING OUT OF THIS AGREEMENT, EVEN IF IT WAS TOLD THAT SUCH LOSS WAS POSSIBLE.

EACH PARTY&#39;S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE TOTAL FEES PAID AND PAYABLE UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITS DO NOT APPLY TO A PARTY&#39;S PAYMENT OBLIGATIONS, BREACH OF CONFIDENTIALITY, INFRINGEMENT OF THE OTHER PARTY&#39;S INTELLECTUAL PROPERTY, FRAUD, OR ANY LIABILITY THAT CANNOT BE LIMITED BY LAW.

Limitation of liability

The Provider will defend the Client against third-party intellectual-property claims arising from the original deliverables supplied under this agreement and pay amounts finally awarded or settled with approval. This does not cover claims caused by materials supplied by the Client, unauthorised modifications or use outside the agreed scope.

The Client will provide equivalent protection for third-party intellectual-property claims arising from materials it supplies for use as agreed.

The protected party must notify the other promptly, allow it to control the defence and give reasonable assistance at its expense. Delay in notice reduces protection only to the extent it causes prejudice. No settlement may admit fault or impose a non-monetary duty on the protected party without its consent.

For an affected deliverable, the Provider may obtain continued usage rights, replace or modify it without materially reducing functionality, or, if neither is reasonably possible, terminate the affected work and refund fees for the unusable portion.

Third-party claims

Risk and liability (continued 2)

<h2 style="line-height:1.2">Term and termination</h2>

This agreement starts on the Effective Date and continues until the Services are completed and all fees are paid, unless it is ended earlier under the termination clause.

Term

Either party may end this agreement for convenience on 30 days&#39; written notice. An initial term or renewal period is not a minimum fee commitment unless the fee schedule expressly says so. A specific cancellation schedule applies to reserved dates where included.

Either party may end the agreement for a material breach not corrected within 14 days after written notice. Termination rights connected to insolvency apply only to the extent permitted by mandatory law.

The Client will pay for work properly performed and approved, evidenced, non-cancellable commitments incurred before notice. The Provider will refund unused advance fees after applying any expressly agreed cancellation charges, and hand over paid work and client materials within 30 days. There is no double recovery of fees or costs.

Accrued rights and terms intended to survive, including ownership, confidentiality, payment and liability, continue after termination.

Termination and handover

Neither party is liable for a delay or failure caused by events outside its reasonable control, such as natural disasters, war, strikes, epidemics, government action or failure of utilities or networks. The affected party will tell the other party promptly and do what it reasonably can to limit the effect. Payment obligations are not suspended.

If the event continues for more than 60 days, either party may end this agreement by written notice.

Events outside a party's control

Term and termination

<h2 style="line-height:1.2">General</h2>

The Provider operates an independent business, controls how it performs the work subject to agreed outcomes and security requirements, supplies its equipment unless otherwise agreed, and may serve other clients subject to confidentiality and conflicts of interest. Neither party may bind the other without written authority.

The Provider is responsible for its personnel, taxes and statutory obligations as required by law. The parties&#39; actual working arrangements and applicable law determine status; this clause does not waive employment or other mandatory rights.

Independent business relationship

Formal notices under this agreement must be in writing and sent by email to the addresses in the parties section, or by courier to the registered addresses. A notice sent by email is received on the next business day after it is sent, unless the sender receives a delivery failure message.

Notices

If a dispute arises, senior representatives of both parties will meet within 14 days of a written request and try in good faith to resolve it.

If the dispute is not resolved within 30 days of that request, either party may refer it to the courts named in the governing law clause. Either party may seek urgent relief from a court at any time.

Disputes

The laws of {{GOVERNING_LAW}} govern this agreement. Disputes will be heard exclusively in {{CHOSEN_COURTS}}, except where mandatory law requires a different forum. Nothing in this agreement excludes rights or remedies that applicable law does not allow the parties to exclude.

Governing law and courts

General

Entire agreement. This agreement, including its schedules, is the entire agreement between the parties about its subject and replaces all earlier discussions, proposals and agreements about it.

Order of precedence. If the main body of this agreement conflicts with a schedule, the main body applies unless the schedule expressly says otherwise.

Changes to this agreement. Any change to this agreement must be in writing and signed by both parties.

Assignment. Neither party may transfer this agreement without the other party&#39;s written consent, which will not be unreasonably withheld, except to a successor of its whole business.

Severability. If any part of this agreement is found invalid, the rest continues in force.

Waiver. A failure or delay in enforcing a right is not a waiver of that right.

Electronic signature. This agreement may be signed electronically and in counterparts. Each signed copy is an original and together they form one agreement.

Entire agreement and other terms

General (continued 2)

<h2 style="line-height:1.2">Schedule 1: Services</h2>

Schedule 1: Services

<h2 style="line-height:1.2">Schedule 2: Fees</h2>

If time is likely to exceed an agreed estimate by more than 10%, the Provider will ask before continuing.

Schedule 2: Fees

<h2 style="line-height:1.2">Signatures</h2>

Signed by the authorised representatives of the parties on the dates below.

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