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Services Agreement

Services Agreement

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Published by: Legal Forms on Jan 19, 2008
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11/19/2010

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Services Agreement
THIS AGREEMENT
is made as of [Date (ie. July 31, 2002)]
B E T W E E N
:
[NAME OF SERVICE PROVIDER]
, acorporation incorporated under the laws of [Jurisdiction of Incorporation of Service Provider (ie. California)], with its principal place of businessat [Address of Service Provider](“Servicer”)-and-
[NAME OF PRINCIPAL]
, a corporationincorporated under the laws of [Jurisdiction of Incorporation of Principal (ie. California)], with its principal place of business at [Address of Principal](“Principal”)
WHEREAS
:(A)Principal carries on the business of [Describe the Business of Principal (ie. financialinstitution)];(B)Servicer carries on the business as a [Describe Nature of Business of Servicer (ie.financial services provider )], and in connection therewith, [Describe Business Activitiesof Servicer (ie. services and administers leases, conditional sales agreements and other similar financial instruments)] )]; and(C)Principal and Servicer wish to establish an ongoing arrangement whereby Servicer  provides various services to Principal;
NOW THEREFORE
in consideration of the recitals, the mutual covenants hereinafter set forth,and for other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto hereby agree as follows:
Article 1Interpretation
1.1
Definitions
In this Agreement, the following terms have the following meanings:
 
(a)"
Affiliate
" when used in reference to a Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with the specifiedsaid Person.(b)
Agreement
”, “
hereof 
”, “
herein
”, “
hereto
”, “
hereby
”, “
hereunder
” and similar expressions mean this Services Agreement, including all of its schedules; and
section
” followed by a number means and refers to the specified section of thisAgreement.(c)"
Compensation
" has the meaning given to it in section3.1.(d)
Confidential Information
” means all information disclosed to or acquired byServicer which relates to Principal and/or its Affiliates' past, present and futureresearch, developments, systems, operations and business activities, including,without limiting the generality of the foregoing, (i) all items and documents prepared for, or submitted to, Principal in connection with this Agreement and the provision of the Services; (ii) all information specifically designated by Principalas confidential; and (iii) the terms and conditions of this Agreement, but shall notinclude any information which was known to Servicer prior to the date of thisAgreement, or which was publicly disclosed otherwise than by breach of thisAgreement.(e)"
Intellectual Property
" means all domestic and foreign inventions, patents, tradenames, service marks, trademarks and logos, emblems, indicia of origin, tradedress and get-up, copyrights, industrial designs, business names, certificationmarks, distinguishing guises, business styles and other intellectual property,whether or not registered, that are owned by or licensed to Principal or any of itsAffiliates, and all applications in respect thereof.(f)
Person
” means any individual, partnership, limited partnership, syndicate, sole proprietorship, company or corporation with or without share capital,unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmentalagency, authority or entity however designated or constituted.(g)
Services
” means the assistance and services to be provided by Servicer toPrincipal under this Agreement, as more particularly described in Schedule "A"hereto.(h)"
Term
" means the term of this Agreement set out in section8.1.
1.2
Time of the Essence
Time shall be of the essence in and of this Agreement and every part hereof. Anyextension, waiver or variation of any provision of this Agreement shall not be deemed toaffect this provision and there shall be no implied waiver of this provision.- 2 -
 
1.3
Currency
Unless otherwise specifically provided in this Agreement, all references to dollar amountsor other money amount are expressed in terms of lawful money of the United States of America.
1.4
Severability
If any section of this Agreement or any portion thereof is determined to be unenforceableor invalid by the decision of any court by competent jurisdiction, which determination isnot appealed or appealable, for any reason whatsoever, such unenforceability or invalidityshall not invalidate the whole Agreement, but the Agreement shall be construed as if itdid not contain the particular provision held to be invalid and the rights and obligations of the parties shall be construed and enforced accordingly.
1.5
Extended Meanings
Words importing the singular number include the plural and vice versa and wordsimporting gender include all genders.
1.6
Interpretation not Affected by Headings
The division of this Agreement into paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
Article 2Performance of Services
2.1
Services
Subject to the terms and conditions contained in this Agreement, Servicer agrees to provide the Services to Principal. Servicer covenants and agrees that it will perform theServices in a competent, professional and first class manner, in good faith with a view tothe best interests of Principal.
2.2
Compliance with Policies
In performing the Services, Servicer covenants that it will, at all times, strictly adhere toand comply with all reasonable policies and procedures of Principal.- 3 -

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