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Services Agreement

THIS AGREEMENT entered into this 1st day of June 2023, by and between NEXUS
SOCIETY hereinafter referred to as the “NEXUS”, located at 12550 Biscayne Nlvd, ste 218.
North Miami and GENUINE Lab, Inc., hereinafter referred to as “GENUINE”, located at 2232
NE 30 Court, Lighthouse Point, FL, USA, 33064.

WITNESSETH

Whereas: NEXUS desires to perform services hereinafter referred to as “Services” for


GENUINE, and

Whereas: GENUINE desires to have NEXUS perform said Services for GENUINE under the
terms and conditions hereinafter set forth below.

NOW THEREFORE, in consideration of the mutual covenants herein contained, together with
other good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. Recitals: The recital contained hereinabove are true and correct and are incorporated
herein.

2. Scope of Work: The NEXUA shall provide the GENUINE with the necessary skills
and knowledge needed by GENUINE in order to provide the Services. The detailed scope of
work to be performed by the NEXUS is set forth in Exhibit A, attached hereto and incorporated
herein by reference, hereinafter referred to as the “Work.” The Services may be modified as
determined by mutual written agreement of both GENUINE and the NEXUS.

3. Term: This Agreement shall commence on June 1, 2023, to May 31, 2024, unless until
terminated by either party in the manner as provided herein or until the NEXUS has provided the
Services agreed to and provided for in this Agreement. The NEXUS shall at no point demand or
have any expectation to have this contract renewed or another agreement entered into,
subsequent to the termination of this Agreement as specified.
4. Compensation: The NEXUS shall receive compensation of USD $250 per month.
NEXUS shall be expected to invoice GENUINE for the agreed amount based on their monthly
rate agreed to upon execution of this Agreement. Invoices shall be submitted monthly, and
payment shall be made upon receipt of such invoice.

5. Taxes: The NEXUS agrees to pay its own State or Federal taxes for which it may
become liable. The NEXUS indemnifies GENUINE from all liability for not withholding any
personal taxes in connection with the Services provided under the terms of this Agreement. The
NEXUS agrees that GENUINE is legally not required to withhold any personal taxes under the
terms of this Agreement due to the non-existence of any employment relationship between the
Parties.

6. Benefits: The NEXUS shall not be entitled to any employment benefits normally
provided to GENUINE’s employees.

7. Work Schedule: The NEXUS shall not be bound to normal fixed working hours. Any
work performed under the terms of this Agreement shall be performed virtually. NEXUS agrees
to make time available as needed for consultation on any issue which may arise out of this
Agreement.

Warranties and Indemnity: The NEXUS hereby represents and warrants that its employees
will be the sole creator of the Work and that the Work is or will be the NEXUS's original creation
except as expressly noted within the Work; that the Work has not been previously published, in
whole or in part, except as GENUINE has been previously advised by NEXUS in writing; that
the Work is or ill be factually accurate, is not or will not be libelous or obscene, does not or will
not invade any person's right of privacy or other personal right, and does not or will not infringe
any copyright, trademark or other proprietary right. The NEXUS agrees to indemnify, defend and
hold GENUINE harmless from any and all claims, demands or causes of action alleged against
GENUINE arising from a breach or alleged breach by NEXUS of these warranties and
representations. Without limiting the foregoing, each party ("Indemnitor") further agrees to
indemnify, defend and hold the other ("Indemnitee") harmless from any and all claims, demands
or causes of action which arise, in whole or in part, out of (i) the negligence or willful misconduct
of the Indemnitor, its employees or agents or (ii) knowing breach by the Indemnitor of its
obligations under this Agreement.

8. Intellectual Property:

A. Assignment and Release: Upon payment in full as required under this


Agreement, all original works of authorship fixed in a tangible medium of expression and the
copyrights, associated with those original works of authorship, produced or contributed by the
NEXUS pursuant to this Agreement and fixed in any medium hereafter developed ("Intellectual
Property") shall be and become the property of GENUINE and NEXUS hereby assigns to
GENUINE all of their right, title and interest in and to the copyrights in the Intellectual
Property.

B. Warranty for Intellectual Property Rights: NEXUS represents and warrants that
they are the sole and exclusive owner of all rights in the Intellectual Property. Further, NEXUS
represents and warrants that: (i) the Intellectual Property is not subject to any restrictions or to
any mortgages, liens, pledges, charges, security interests, encumbrances or encroachments, or to
any rights of others of any kind or nature whatsoever which would prevent the assignment of its
interest to GENUINE; (ii) the Intellectual Property does not encroach or infringe any copyrights,
trademarks, trade secrets or other proprietary rights of third parties; (iii) NEXUS has not
received any notice of such encroachment or infringement; and (iv) NEXUS has not entered
into any agreements or arrangements between NEXUS and any third party that have any effect
upon NEXUSs rights to use, develop or assign the Intellectual Property, as set forth in this
Agreement.

C. Nothing in the Agreement shall restrict NEXUS from providing similar services for
others.
11. Termination: This Agreement shall be terminated by either of the following events:
A. 7 days written notice, without cause by either party given at the addresses set forth
above or via email.

B. The termination of the NEXUS.

C. The violation of any of the terms of this Agreement by either party.

13. Severability: The invalidity or unenforceability of any provision in this Agreement


shall in no way affect the validity or enforceability of any other provision.

14. Modification: This Agreement cannot be modified unless such modification has the
consent of both parties and is in writing.

15. Disputes: Any claim or dispute arising from or related to this agreement shall be settled
by mediation and, if necessary, legally binding arbitration in accordance with the Rules of
Procedure for Christian Conciliation of the Institute for Christian Conciliation, a division of
Peacemaker® Ministries (complete text of the Rules is available at www.Peacemaker.net). The
parties shall adhere to the Rules, except that the parties agree to select only one arbitrator and
agree to hold any such mediation or arbitration in Broward County, Florida at a mutually agreed
location. (If the parties cannot agree on a mediator, arbitrator, or location within Broward County,
GENUINE shall name three persons or locations and Participant shall choose from those three.)
Judgment upon an arbitration decision may be entered in any court otherwise having jurisdiction.
The parties understand that these methods shall be the sole remedy for any controversy or claim
arising out of this agreement and expressly waive their right to file a lawsuit in any civil court
against one another for such disputes, except to enforce an arbitration decision.

16. Governing Law. This Agreement and all transactions contemplated by this Agreement
shall be governed by, and construed and enforced in accordance with, the internal laws of the
State of Florida without regard to principles of conflicts of laws, and venue for all proceedings
shall be in Broward County, Florida.
17. Total Agreement: The parties agree that this Agreement contains all the terms and
conditions under which the NEXUS shall perform the Services for GENUINE and that no
representations have been made or shall be binding as between the parties that is not set forth in
this Agreement shall in any manner vary, alter, or extend any of the provisions contained in the
Agreement.

18. Counterparts. This Agreement may be executed in any number of counterparts which,
taken together, shall constitute one in the same instrument. Delivery of an executed counterpart
of this Agreement by facsimile shall be equally as effective as delivery of a manually executed
counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first
above written.

GENUINE Lab Inc. NEXUS SOCIETY


Exhibit A
Deliverables

1. To act as the Chief Administrative Officer of the GENUINE Lab Inc.

We expect NEXUS to accompany GENUINE in the activities designed to respond to the project.
GENUINE will lead the following activities:

 The chief administrator must prepare a written statement declaring that he/she is the chief
administrative officer of the school registered with the State of Florida. The CAO’s contact
information must be included.
 The CAO must send the above information to the following address: Florida Department of
Law Enforcement USB Public Records Section Post Office Box 1489 Tallahassee, Florida
32302-1489
 The chief administrator must take the fingerprint card to local law enforcement for
fingerprinting.
 Send the fingerprint card to the FDLE address listed above along with the $24.00
processing fee.
 Annually execute and file a database survey form on a date designated by the Department
of Education which shall include a notarized statement.
 Act as CAO before the competent educational authorities and attend on behalf of the school
the requirements made by them.

These are the initial deliverables, but the parties could agree on others in the future. This
agreement must be in writing in any form (email, letters, contract modifications, etc.).

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