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Modele de document et de lettre : Contrat de prestation de services

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Expertise Service Provider Agreement
Between

[FORME JURIDIQUE DE LA SOCIETE], a limited liability company under the laws of France, registered office (France), represented by Mr. [PRESTATAIRE] in his capacity as Managing Director, hereinafter called, “Service Provider”,

And
[FORME JURIDIQUE DE LA SOCIETE], a limited liability company under the laws of [LIEU ETABLISSEMENT], registered office in [ADRESSE SIEGE SOCIAL], represented by Mr. [NOM DU CLIENT] in his capacity as [DEMANDEUR] hereinafter called “the Customer”,
Preamble
Whereas [FONCTION DU SERVICE];

Whereas [NOM DOMAINE];

Whereas [ACTIVITE DE LA SOCIETE].

Therefore, the Parties hereby agree as follows:

Article 1 - Object
This contract is an expertise service provider Agreement.
The purpose of the mission is schedule set forth in Appendix 1 hereto.
Article 2 - Price
In return for the service performed defined in article 1 here above, the Customer shall pay to the service provider the fixed price of [MONTANT DU FORFAIT] euros.
The price shall be payable in the following manner:
a)                 20 % of the total price upon signature of the Agreement.
b)                 30 % of the total price 30 days thereafter signature of the Agreement.
c)                 50 % of the total price upon when the performance is being completed.
All expenses committed by the Service Provider: food, lodging, and stationery necessary for the completion of the mission shall be reimbursed by the customer provided a receipt is submitted.
The above sums shall be payable by cheque within 8 (eight) days upon reception of the invoice, Tax and rights shall be added.
Article 3 - Term
The Agreement shall run for a term of 5 (five) years full and consecutive years from [DATE DES TERMES].
To perform the mission mentioned here above, the Service Provider shall refer to Article 5.
Article 4 - Obligations
The Service Provider shall proceed with utmost diligence and care in carrying out all of the services specified in article 1.
To this effect it shall manage the necessary team to perform the mission and shall submit before the final report, a feasibility study not than [DATFINETUD] [date].
4.1 Obligation To Contribute
The Client shall provide the Service Provider with any information necessary for the performance of the said Agreement. To this extent, the Client shall nominate Mr. [INTERLOCUTEUR CLIENT] and Mr. [INTERLOCUTEUR CLIENT] as referee for the various phases of the mission defined here above.
4.2 (Optional Clause: Access to Information)
The Client shall make sure that the Service provider shall be granted a free access to information in connection with the mission defined here above. (See clause 4.1.)
4.3 Obligation of Delivery
As of [DATE 1] [date], the Service Provider shall provide the Client with a preliminary report. This latter shall be validated by the Client, so that the mission defined here above shall be executed.
Article 5 - Performance Calendar
a)                 Phase 1 defined hereunder in the specifications annexed shall be achieved on the [DATE DES TERMES] at the latest.
b)                 Phase 2: a feasibility study shall be completed on the [DATE DES TERMES] at the latest.
c)                 Phase 3: the final report shall be submitted on the at the [DATE DES TERMES] latest.
Article 6 - Nature of Obligations
The Service Provider shall, commencing within 7 (seven) days of the effective date of the contract, proceed with utmost diligence and care in carrying out all of the services specified as in the obligations of the contract.
6.1 (Optional Clause)
The Service Provider is only liable to the Client for the consequences of errors and omissions arising from gross negligence on his part or on the part of his employees to the extent and with the limitations referred to hereunder…
Article 7 - Quality Assurance
The Service Provider agrees to maintain a quality assurance program for services supplied hereunder in accordance with the requirements of the current revision of supplier quality assurance requirement document.
Article 8 - Confidentiality
The Service Provider shall not disclose any information communicated to it by the customer during the course of the Agreement and for the five years thereafter.
The service Provider shall ensure that its employees, suppliers and subcontractors comply with the above disclosure provision.
The provision does not apply to:
        Information already known to it, as been shown by written records, at the time of the Agreement was signed, and which was not disclosed by the customer.
        Information already in the public domain. Or which becomes publicly available during the course of the Agreement otherwise than through the fault of the Service Provider.
        Information disclosed to the Service Provider by a third Party not bound by a non disclosure Agreement with the customer.
Article 9 - Ownership of Documents
All materials and documents prepared or developed by Supplier or its employees, representatives or subcontractors in connection with the work including all designs, data, drawings, plan specifications, calculations, report models and samples shall become the property of the Customer, and may not be used for any purpose other than the work without the Customer’s prior written approval.
The Customer reserves the right to use materials and documents for the purpose of erection, maintenance, repair, extension or modification of the plant.
The Supplier agrees to return to Customer upon request all documents and data furnished by Customer for the performance of the contract and shall not retain or duplicate copies thereof, without Customer’s knowledge and approval.
Article 10 - Penalty
The Service Provider shall pay the Customer liquidated damages at the rate of 30 000 (thirty thousand) euros per week of delay.
Article 11 - Cancellation
In the event the obligations of one of the Parties don't comply with the articles referred to hereunder, the contract shall be, if required by the creditor of the said obligations, cancelled, by giving notice to such termination to the debtor of the obligations within 1 (one) month. Such notice shall serve to discharge the Parties hereto from their mutual obligations and responsibilities under this Agreement with respect to such products.
Cancellation of the contract shall be effective 30 (thirty) days within the creditor's inefficient notice.
Article 12 - Subcontracting
A) The Service Provider may sub-contract Phase 1 of the performance of the purchase order to subcontractors, provided that the Service Provider shall be fully responsible for the works of its subcontractors as the works of the supplier itself.
B) The Service Provider shall not sub-contract to anybody the performance of the works defined in Article 1.
Article 13 - Hardship
The Parties are aware of the fact that this Agreement does not constitute a fair and equitable basis for their joint venture.
In the event that during the period of this Agreement the general situation and/or the data on which this Agreement is based are substantially changed so that either Party suffers severe and unforeseeable hardship, they shall consult each other and show mutual understanding with a view to making such adjustment as would appear to be necessary and such revisions as would be justified by circumstances which could not reasonably be foreseen, as of the date on which this Agreement was entered into, in order to restore the equitable character of this Agreement.
The Party which considers that the condition set forth in the here above paragraph are met, shall give notice thereof to the other Party by registered letter, return receipt requested which will specify the date and nature of the events which caused the change alleged by it, an evaluation of the hardship which is or will be suffered and the proposal made by it to remedy that change. Any notice given more than twelve months after the date of occurrence of the event that caused the change alleged by the Party giving the notice shall be of no effect.
Article 14 - Force Majeure
Performance of all or part of the contractual obligations incumbent on the Parties under the terms herein shall be deferred in the event of force majeure.
Force majeure means any event that the Parties could not be expected to foresee, that is entirely beyond the control of the defaulting Party, and that prevents the obligations of the Agreement from being performed as originally intended.
The Parties agree that the following in particular shall be considered cases of force majeure: war riots, fire, strike, inability to procure, and general transportation stoppage.
In the event of force majeure, as defined above, the invocating Party shall give notice to the other Party by registered letter with bill of receipt, or by telex or facsimile transmission within eight days of the event.
In the event of deferral, the term of the Agreement shall be extended accordingly.
Article 15 - Amendment
Neither the Agreement or any of its provisions may be amended, changed, modified or waived except in writing duly executed by the Party to be bound thereby.
Article 16 - Applicable Law and Authentic Text
The contract is governed by the law in force in the country where the Service Provider has its head office. The [LANGUEINICONT] text of this contract is authentic.
Article 17 - Competence
Any dispute arising out or in connection with this Agreement shall be settled without recourse to the courts, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce in Paris, by one or more arbitrators designed in conformity with those Rules, the awards being final and binding. The arbitrator or arbitrators shall have power to rule on their own competence and on the validity of the Agreement to submit to arbitration.

Agreement made in Paris, this [JOUR/MOIS SIGNATURE DU CONTRAT] day of [ANNEE SIGNATURE DU CONTRAT], in 6 (six) original copies.

The Service Provider                                The Customer
[PRESTATAIRE]                                [NOM DU CLIENT]

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