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Service Agreement

GENERAL SERVICE AGREEMENT


BETWEEN:

(the “Customer”)

– AND –

Learn Listen Play Co. of 3510 Scotts Lane, Suite 2913A, Philadelphia, PA 19129
(the “Service Provider”).

BACKGROUND:

  1. The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer.
  2. The Service Provider is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

  1. The Customer hereby agrees to engage the Service Provider to provide the Customer with music education services.

Performance

  1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Cancellation Policy

  1. The Service Provider requires 168 hours (1 week) notice for all cancellations or requests to reschedule.
  2. In the event of an emergency closure, the Customer is required to notify the Service Provider immediately.
  3. If the Customer fails to notify the Service Provider, the Customer will be required to compensate the Service Provider for scheduled services and forfeit any deposit paid.
  4. When given required notice, the Service Provider will work with the Customer to reschedule the appointment. If the Customer and Service provider are unable to agree on a new service date, the Service Provider will waive service fee and refund any deposit paid.

Currency

  1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

Compensation

  1. The Compensation will be payable on the first day of each month for school year clients. Compensation will be due the day of services for libraries, assemblies, and summer camps.
  2. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Customer in addition to the Compensation.

Additional Compensation

  1. The Service Provider understands that the Compensation as provided in this Agreement will constitute the full and exclusive monetary consideration and compensation for all services performed by the Service Provider and for the performance of all the Service Provider’s promises and obligations under this Agreement.

Provision of Supervision and Child Ratios (Child Care Centers & Schools)

  1. The Customer will ensure that the required adult-child ratio is adhered to as required by CHAPTER 3270 § 3280.52. of the Pennsylvania code.
  2. A teacher or staff member must remain in the classroom while services are being provided.

Reimbursement of Expenses

  1. The Service Provider will not be reimbursed for expenses incurred by the Service Provider in connection with providing the Services of this Agreement.

Payment Penalties

  1. There is a late payment penalty of $25 for payments received after the 10th of each month for school year clients. The penalty will be applied to non-school year clients for payments received 10 days after services are rendered.

Photo and Video Release

  1. On occasion, the Service Provider will take photos and videos of the session. Parents/guardians will be asked to sign a photo/video release form.
  2. Parents/guardians are not required to sign the photo/video release form to receive services.

Ownership of Materials and Intellectual Property

  1. All intellectual property and related material (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the property of the Service Provider. The Customer is granted a non-exclusive limited-use license of this Intellectual Property.
  2. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Service Provider.

Return of Property (School Year Clients)

  1. Upon the expiry or termination of this Agreement, the Service Provider will return to the Customer any property, documentation, records, or confidential information which is the property of the Customer.

Capacity/Independent Contractor

  1. In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Notice

  1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:

 

  1. The Customer’s Address
  2. Learn Listen Play Co.
    3510 Scotts Lane, Suite 2913A, Philadelphia, PA 19129

or to such other address as any Party may from time to time notify the other.

 

Modification of Agreement

  1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of the Essence

  1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

  1. The Service Provider will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer.

Entire Agreement

  1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

  1. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

Titles/Headings

  1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

  1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

  1. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Commonwealth of Pennsylvania, without regard to the jurisdiction in which any action or special proceeding may be instituted.

Severability

  1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

  1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.