GENERAL SERVICE AGREEMENT
1. The Client is of the opinion that the Contractor has the necessary
qualifications, experience and abilities to provide services to the Client.
2. The Contractor is agreeable to providing such services to the Client 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 Client and the Contractor (individually the
"Party" and collectively the "Parties" to this Agreement) agree as follows:
1. The Client hereby agrees to engage the Contractor to provide the Client
with the following services (the "Services"):
o Help clients submit prepared visa/document authentication applications to
Consulate-General of China in Houston and deliver them back to the client
through the method the client has indicated after the Consulate-General has
processed their application.
o Receive pick-up slips clients obtained from the Consulate-General of
China in Houston after they have submitted their own visa application in
person and pick up client's passport using their pick-up slip from the
Consulate-General to ship them back to clients through the method the
client has previously specified.
2. The Services will also include any other tasks which the Parties may
agree on. The Contractor hereby agrees to provide such Services to the
TERM OF AGREEMENT
The term of this Agreement (the "Term") will begin on the date of this
Agreement and will remain in full force and effect until the completion
of the Services, subject to earlier termination as provided in this
Agreement. The Term may be extended with the written consent of the
In the event that either Party wishes to terminate this Agreement prior
to the completion of the Services, that Party will be required to
provide written notice to the other Party.
If the Client wishes to cancel the application, this request must be
made before the application is submitted to the Passport Agency or
Foreign Embassies/Consulates by contractor.
The Parties agree to do everything necessary to ensure that the terms
of this Agreement take effect.
The Contractor is not liable or responsible for any action or inaction
by the Passport Agency or Foreign Embassies/Consulates or for the
performance by any third party delivery companies including but not
limited to: FedEx, UPS, United States Postal Service, etc.
The Contractor is unable to make any guarantees on behalf of the
Passport Agency, Foreign Embassy/Consulate, or any third party delivery
companies. Passport agents and consular officers have final say on
whether to approve or deny an application, the type of visa to be
issued, and the duration of stay to be granted.
Except as otherwise provided in this Agreement, all monetary amounts
referred to in this Agreement are in USD (US Dollars).
All orders will begin to process after the compensation has been
received by the Contractor.
Contractor’s service fees are charged for submitting your application
to the Passport Agency and/or Foreign Embassies/Consulates and such
fees are non-refundable even if your application is denied by the
Passport Agency or Foreign Embassies/Consulates.
Consular fees will only be charged if your application is approved,
except for some countries. Whereas a country charges a non-refundable
application fee, the application fee, as well as contractor's service
fees, will not be refunded even if the application is denied or
rejected. If the Client wishes to cancel the application and avoid
government fees, this request must be made before the application is
submitted to the Passport Agency or Foreign Embassies/Consulates by
contractor. Contractor's service fees are not refundable for canceled
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 Client in
addition to the Compensation.
Confidential information (the "Confidential Information") refers to any
data or information relating to the business of the Client which would
reasonably be considered to be proprietary to the Client including, but
not limited to, accounting records, business processes, and client
records and that is not generally known in the industry of the Client
and where the release of that Confidential Information could reasonably
be expected to cause harm to the Client.
The Contractor agrees that they will not disclose, divulge, reveal,
report or use, for any purpose, any Confidential Information which the
Contractor has obtained, except as authorized by the Client or as
required by law. The obligations of confidentiality will apply during
the Term and will survive indefinitely upon termination of this
All written and oral information and material disclosed or provided by
the Client to the Contractor under this Agreement is Confidential
Information regardless of whether it was provided before or after the
date of this Agreement or how it was provided to the Contractor.
OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property and related material, including any trade
secrets, moral rights, goodwill, relevant registrations or applications
for registration, and rights in any patent, copyright, trademark, trade
dress, industrial design and trade name (the "Intellectual Property")
that is developed or produced under this Agreement, is a "work made for
hire" and will be the sole property of the Client. The use of the
Intellectual Property by the Client will not be restricted in any
The Contractor may not use the Intellectual Property for any purpose
other than that contracted for in this Agreement except with the
written consent of the Client. The Contractor will be responsible for
any and all damages resulting from the unauthorized use of the
RETURN OF PROPERTY
Upon the expiry or termination of this Agreement, the Contractor will
return to the Client any property, documentation, records, or
Confidential Information which is the property of the Client.
The Contractor is not liable for any lost or damage of property by
third party delivery companies including but not limited to: FedEx,
UPS, United States Postal Service, etc.
In providing the Services under this Agreement it is expressly agreed that
the Contractor is acting as an independent contractor and not as an
employee. The Contractor and the Client acknowledge that this Agreement
does not create a partnership or joint venture between them, and is
exclusively a contract for service. The Client is not required to pay, or
make any contributions to, any social security, local, state or federal
tax, unemployment compensation, workers' compensation, insurance premium,
profit-sharing, pension or any other employee benefit for the Contractor
during the Term. The Contractor is responsible for paying, and complying
with reporting requirements for, all local, state and federal taxes related
to payments made to the Contractor under this Agreement.
Except to the extent paid in settlement from any applicable insurance
policies, and to the extent permitted by applicable law, each Party
agrees to indemnify and hold harmless the other Party, and its
respective directors, shareholders, affiliates, officers, agents,
employees, and permitted successors and assigns against any and all
claims, losses, damages, liabilities, penalties, punitive damages,
expenses, reasonable legal fees and costs of any kind or amount
whatsoever, which result from or arise out of any act or omission of
the indemnifying party, its respective directors, shareholders,
affiliates, officers, agents, employees, and permitted successors and
assigns that occurs in connection with this Agreement. This
indemnification will survive the termination of this Agreement.
At all times and under all circumstances, Contractor's total liability
to the Client for any claims, liabilities or damages of any kind, shall
not exceed the service fees paid by the Client to Contractor. Under no
circumstance shall Contractor be liable to the Client for any indirect
or consequential losses and damages, including lost profits or punitive
damages. The Client sole remedy against Contractor for failure to
obtain a US passport or foreign travel visa in a timely manner shall be
Contractor’s service fees actually paid by the Client.
The Contractor will not voluntarily, or by operation of law, assign or
otherwise transfer its obligations under this Agreement without the prior
written consent of the Client.
It is agreed that there is no representation, warranty, collateral
agreement or condition affecting this Agreement except as expressly
provided in this Agreement.
This Agreement will enure to the benefit of and be binding on the Parties
and their respective heirs, executors, administrators and permitted
successors and assigns.
This Agreement will be governed by and construed in accordance with the
laws of the State of Texas.
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.