PROVIDER SERVICES AGREEMENT
THIS PROVIDER SERVICES AGREEMENT (this “Agreement”), dated as of date agreed to this agreement, is made by Global Jay, Inc. (“Provider”), a California corporation (together with its successors, assigns and transferees, “Client”) (the Provider and Client shall sometimes collectively be referred to hereunder as “Parties’ ”).
WHEREAS, Client desires Provider to provide certain corporate services to Client as more fully set forth in this Agreement (the “Services”); and
WHEREAS, Provider is prepared to render the Services to Client subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged by each of the undersigned parties, the undersigned parties hereby agree as follows:
- Provision of Services. Subject to the terms and conditions set forth herein and Client’s ability to pass Provider’s due diligence review, Provider will (or may as applicable) provide the Services to Client. The term “Services”, as used herein, shall be divided between two different components (i) those services that will be provided pursuant to the basic Provider plan (“Basic Services”), and (ii) those services that the Client elects to purchase pursuant to the terms and conditions of this Agreement (“Elective Services”). In return for Provider’s Services, the Client shall pay Provider the consideration set forth in Section Two (2)
- Basic Services. Provider shall perform the following Basic Services for Client: Establish a bank account for client and on behalf of the client and to provide client with the related information.
- Elective Services. Provider, at Client’s discretion, can provide the following Elective Services:
- Bookkeeping Service. Provider can provide bookkeeping services, including, without limitation, the following duties:
- Generating monthly operating
- Sales tax
- Federal, State, or City Income tax
- Payroll Management. Provider can provide an effective and efficient payroll management system for Client’s business
- Visa Services. Provider may be able to assist Client with U.S. visitor visa and other immigration services upon
- Assist Client in obtaining an ITIN
- Assist client in forming a Limited Liability Company (LLC) or Corporation, and obtaining an employer Identification Number (EIN).
- Consideration to Provider. Client agrees to pay Provider the following consideration for the Services:
- Basic Services. Client shall compensate Provider $1,497 for Basic Services
- Elective Services. Client shall compensate Provider the following amounts for the subject Elective Services:
- Bookkeeping services (to be determined).
- Payroll Management services (to be determined).
- $995.00 for forming a limited liability company and procuring tax identification number (EIN).
- $1,495.00 for forming a limited liability company, tax identification number (EIN), and ITIN
- $995.00 a year for providing a physical address for Client in the United
- Client’s Obligations Unconditional. The covenants and agreements of Client set forth in this Agreement shall be the primary obligations of Client, and such obligations shall be continuing, absolute and unconditional, shall not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense (other than full and strict compliance by Client with its obligations hereunder) and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not Client shall have any knowledge or notice thereof) including, without limitation:
- any amendment, modification, addition, deletion, supplement or renewal to or of or other change in the Agreement, or any other instrument or agreement applicable thereto or any of the parties to such agreements without the express written approval of Provider;
- any failure, omission or delay on the part of Client to conform or comply with any term of any instrument or agreement referred to in clause 3(A) above;
- any waiver, consent, extension, indulgence, compromise, release or other action or inaction under or in respect of any instrument or agreement referred to in clause 3(A) above or any exercise or non-exercise by Client of any right, remedy, power or privilege under or in respect of any such instrument or agreement;
- any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to Client or any other person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding;
- any limitation of the obligations or any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any of the foregoing, or any other agreement or instrument referred to in clause (A) above or any term of any thereof;
- any merger or consolidation of Client into or with any other entity or any sale, lease or transfer of any of the assets of Client or subsidiary thereof to any other person;
- any change in the ownership of any membership interest, shares of capital stock or other ownership interest of Client or subsidiary thereof or any structural change in Client or subsidiary thereof; or
- any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing and any other circumstance that might otherwise constitute a legal or equitable defense or discharge of the liabilities of Client hereunder or that might otherwise limit recourse against
The obligations of Client set forth herein shall constitute the full recourse obligation of Client, enforceable against Client to the full extent of all his assets and properties.
- Client Representations and Warranties.
Client represents and warrants to Provider that the statements contained in this Agreement are true and correct as of the date of the execution of this Agreement.
- Authority of Client. Client has the right, power, legal capacity and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Client, and this Agreement constitutes a legal, valid and binding obligation of Client, enforceable against Client in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
- Organization, Authority and Qualification of the Client. Client is a LLC or Corporation duly organized, validly existing and in good standing under the Laws of the State of
- No Conflicts; Consents. The execution, delivery and performance by Client of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any provision of the certificate of incorporation or by-laws of Client; (b) result in a violation or breach of any provision of any Law applicable to Client; or (c) require the consent, notice or other action by any person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any material contract to which Client is a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a material adverse effect on the business of
- Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Client’s knowledge, threatened against or by Client or affecting any of its properties or
- Miscellaneous. The Client agrees to assist Provider by providing any information that is reasonably requested by Provider on a timely basis in order to represent Client. Client shall act in good faith in this engagement the failure of which shall be grounds for Provider to withdraw with forfeiture by Client of funds paid to Provider to date of Client represents that the funds referenced herein
are good, clean funds of a non-criminal origin. Client also represents that it is solely responsible for all tax matters relating to the funds that are the subject of this Agreement and will comply with applicable tax statutes.
- Survival. Except as set forth in clause (b) below, the representations and warranties contained in Article 4 of this Agreement, and the indemnification obligations of Client set forth in this Article 5 shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and shall continue in full force and effect until the three (3) year anniversary of the termination date of this
Notwithstanding the foregoing, any representation or warranty or indemnification obligation that would otherwise terminate in accordance with clause (a) above shall survive and continue in full force and effect if a notice shall have been timely given under Article 5 on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in this Article 5.
- Indemnification By Client. Subject to the other terms and conditions of this Section 5.2, Client shall indemnify Provider against, and shall hold Provider harmless from and against, any and all losses incurred or sustained by, or imposed upon, Provider based upon, arising out of, with respect to or by reason of:
- any inaccuracy in or breach of any of the representations or warranties of Client contained in this Agreement; or
- any breach or non-fulfilment of any covenant, agreement or obligation to be performed by Client pursuant to this
- Limitations. [Intentionally Omitted].
- Indemnification Procedures.
- A person entitled to indemnification hereunder (an “Indemnified Party”) will give the person from whom indemnification is sought (an “Indemnitor”) written notice of any matter that an Indemnified Party has determined has given or may give rise to a claim for indemnification under this Agreement (an “Indemnification Claim”), prior to the expiration of any applicable survival period set forth in Section 5.1 and, in the event of a claim by a third party, as promptly as reasonably possible, but, in any case, within thirty (30) days, after receiving written notice from a third party which may give rise to an Indemnification Claim (a “Third Party Claim”), provided that the failure to provide such notice shall not preclude the Indemnified Party from seeking indemnification in respect of such Third Party Claim hereunder except to the extent the Indemnitor is actually prejudiced by such failure. Such notice will state the nature of the claim, the amount of the loss, if known, the method of computation thereof, and contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide the aforementioned information in such notice will not relieve the Indemnitor from any of its obligations under this Article 5, except to the extent, and then only to the extent, that the Indemnitor is actually prejudiced by such failure or if the applicable survival period has
- Within thirty (30) days following receipt of a notice of a Third Party Claim in accordance with Section 5.4, the Indemnitor may assume and thereafter conduct the defense of
the Third Party Claim with counsel of the Indemnitor’s choice (and reasonably acceptable to the Indemnified Party) by providing written notice of such election to the Indemnified Party. The Indemnitor’s assumption of such defense will not be deemed to be an acknowledgment of the Indemnitor’s obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim. In the event the Indemnitor exercises the right to undertake any such defense against any such Third Party Claim as provided above, then the Indemnified Party will cooperate in all respects with the conduct of such defense by the Indemnitor, and the Indemnified Party may participate in such defense with counsel chosen by such Indemnified Party at its own expense (which expenses shall not constitute part of any Loss that is the subject of indemnity under this Article 5). In the event the Indemnified Party is, directly or indirectly, conducting the defense against any Third Party Claim, then the Indemnitor will cooperate in all respects with the conduct of such defense by the Indemnified Party, and the Indemnitor may participate in such defense with counsel chosen by such Indemnitor at its own expense. The party controlling the defense will consider in good faith any recommendation made by the other party with respect to the defense of such Third Party Claim. If the Indemnitor is controlling the defense of such Third Party Claim, the Indemnitor will not approve of the entry of any judgment or enter into, or offer to enter into, any settlement or compromise with respect to the Third Party Claim without the Indemnified Party’s prior written approval, which approval shall not be unreasonably withheld or delayed, unless the terms of such judgment, settlement or compromise (i) provide for a complete, unconditional release of the Indemnified Party for any liability arising out of such Third Party Claim and (ii) does not impose any liabilities, obligations or other burdens on the Indemnified Party. If the Indemnified Party is controlling the defense of such Third Party Claim, the Indemnified Party will not approve of the entry of any judgment or enter into, or offer to enter into, any settlement or compromise with respect to the Third Party Claim without the Indemnitor’s prior written consent, which consent will shall not be unreasonably withheld or delayed, if the Indemnitor will have any Liability with respect to such judgment, settlement or compromise or the underlying Third Party Claim.
- Following receipt of a notice of an Indemnification Claim under this Agreement in accordance with Section 5.4(a) (other than a Third Party Claim which is governed by Section 5.4(b)), the Indemnitor will have thirty (30) days from the date it receives notice of such claim (the “Dispute Period”) to make such investigation of the claim as the Indemnitor deems necessary or advisable. For purposes of such investigation, the Indemnified Party will make available to the Indemnitor all the information reasonably related to such claim relied upon by, or in the possession or control of, the Indemnified Party to substantiate such claim. If the Indemnitor disagrees with the validity or amount of all or a portion of such Indemnification Claim made by the Indemnified Party, the Indemnitor will deliver to the Indemnified Party written notice thereof (the “Dispute Notice”) prior to the expiration of the Dispute Period. If no Dispute Notice is received by the Indemnified Party within the Dispute Period or if the Indemnitor provides notice that it does not have a dispute with respect to such Indemnification Claim, then such claim will be deemed approved and consented to by the Indemnitor (such claim being referred to herein as an “Approved Indemnification Claim”). Subject to the limitations in this Article 5, the Indemnitor will pay the amount of the Approved Indemnification Claim by wire transfer of immediately available funds to the account designated in writing by the Indemnified Party within five (5) Business Days after such claim is determined to be an Approved Indemnification Claim. If a Dispute Notice is received by the Indemnified Party within the Dispute Period and the Indemnitor and the Indemnified Party do not agree to the validity and/or amount of such disputed claim, no payment will be made to the Indemnified Party until such disputed claim is resolved, whether by adjudication of such matter, agreement between the Indemnified Party and the Indemnitor or otherwise (and upon any such resolution, such Indemnification Claim will be deemed to be an Approved Indemnification Claim and subject to the payment procedures set forth in the preceding sentences).
- Upon making an indemnity payment pursuant to this Agreement, the Indemnitor will, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Losses to which the payment related, whether by insurance coverage, contribution claims, or otherwise. Without limiting the generality of any other provision hereof,
the Indemnified Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above described subrogation rights.
- Default Provisions. Client shall be in default under this Agreement upon the happening of any condition or event set forth below (herein called an “Event of Default”):
- Client’s failure to pay when due the consideration set forth in this
- Default by Client in punctual performance of any of the obligations, covenants, terms or provisions contained or referred to in this Agreement or any agreement related to the
- Any warranty, representation, or statement contained in this Agreement or made or furnished to the Provider by or on behalf of Client in connection with this Agreement that proves to have been materially false in any respect when made or
- The Client’s dissolution or termination of existence; the appointment of a receiver of all or any part of the property of the Client; a material adverse change in Client’s business; an assignment for the benefit of creditors by the Client; or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the
- b) Rights Exclusive of At its option and sole discretion and subject to availability of funds, Provider may discharge taxes, liens, or security interests or other encumbrances at any time levied or placed on the Client’s assets and may pay for the maintenance and preservation of the Client’s assets. The Client agrees to reimburse Provider on demand for any payment made, or expense incurred by Provider pursuant to the foregoing authorization, plus interest thereon at ten percent (10%) per annum.
- No Assignment. Client may not, without the prior written consent of the Provider (to be given or withheld in their sole discretion), assign or transfer any or all of its rights or obligations under this Agreement or any interest herein and, any attempted assignment or transfer in violation of the foregoing shall be void and of no effect; provided, however, that Provider may assign its rights hereunder to any one or more persons to whom it concurrently assigns its membership
- No Waiver. No delay in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Agreement be binding upon Provider or Client except as expressly set forth in a writing duly signed and delivered on each party’s behalf. No action permitted hereunder shall in any way affect or impair the Parties’ rights or obligations under this Agreement. For the purposes of this Agreement, Obligations shall include all of the obligations described in this Agreement, notwithstanding any right or power of anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall affect or impair the obligations of the Parties’ hereunder. The Parties’ hereby acknowledge that there are no conditions to the effectiveness of this Agreement (except as set forth herein).
- Successors and Assigns. This Agreement shall be binding to each party’s successors and permitted assigns; and all references herein to Provider or Client shall be deemed to include such party’s successor(s) or assign(s).
- Severability. Wherever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable laws and regulations, but if any provision of
this Agreement shall be prohibited by or invalid thereunder, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
- Notices. All notices, demands, declarations, consents, directions, approvals, instructions, requests and other communications required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given when addressed to the appropriate Person and deposited in the U.S. Postal Service via registered mail. The initial address for notices to the undersigned parties is set forth beneath its respective signature
- Governing Law; Venue. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN LOS ANGELES COUNTY, CENTRAL DISTRICT, DOWNTOWN DIVISION, WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING FROM THE ENFORCEMENT OR INTERPRETATION OF THIS GUARANTY. CLIENT HEREBY WAIVES ANY DEFENSE THAT SUCH FORUM IS NOT
- Costs and Fees for Enforcement. If any action in law or equity, including an action for declaratory and/or injunctive relief is brought to enforce or interpret the provisions of this Agreement, in arbitration or otherwise, the prevailing party shall be entitled to recover its reasonable attorney’s fees and litigation costs in prosecuting or defending such an
- Arbitration of Disputes. Except as otherwise provided with respect to Section 8(G), all claims, disputes and other matters in question between the parties to this Agreement arising out of or in any way relating to this Agreement or the breach thereof, shall be decided by an arbitration to be conducted is Los Angeles, California or such other location as is mutually agreed in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. This Agreement to arbitrate shall be specifically enforceable. Notice of the demand for arbitration shall be given in writing to the other party to this Agreement and with an Arbitration Firm such as Benchmark Resolutions. The cost of the Arbitration will be split equally between all parties. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when the institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by this Agreement or the applicable statute of limitations. The arbitration shall be before one arbitrator who shall interpret this Agreement in accordance with the laws of the State of California. The award rendered by the arbitrator shall be final and binding, and judgment may be entered in accordance with applicable law in any court having jurisdiction thereof. Each party will be responsible for its own legal fees, costs and expenses incurred during the
- Injunctive and Other Relief. (a) Notwithstanding the foregoing, actions for injunctive relief may be commenced in a court of appropriate jurisdiction. Each of the parties hereby expressly and irrevocably submits to the sole and exclusive jurisdiction and venue of a court sitting in the State of California, Central District, Downtown Division, in any action or proceeding for injunctive relief and expressly and irrevocably waives any immunity from jurisdiction thereof and any claim of improper venue, forum non conveniens, or any similar basis to which it might otherwise be entitled in any such action or proceeding. (b) Client agrees that any material breach of the promises contained this Agreement may cause permanent and irreparable damage to the Provider for which a remedy at law will be inadequate. Consequently, the Provider shall be entitled to injunctive relief prohibiting any such breach or threatened breach or violation, or to specific performance of this Agreement. This does not limit other relief to which the Provider might be entitled in the event of any breach or threatened breach of this Agreement, including but not limited to an appropriate award of compensatory and/or punitive damages. No bond or other security shall be posted by the Client as a pre-condition to the issuance of an
- Waiver of Jury Trial. The Client and Provider knowingly, voluntarily and intentionally waive irrevocably the right either may have to trial by jury with respect to any legal proceeding arising out of this
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed and delivered as of the date first above written.