Service Agreement

1. Scope of Services

DTP, LLC will provide services as agreed upon in the specific project scope, which may include, but is not limited to, the following:

  • Talent Acquisition
  • Employee Engagement & Retention Solutions
  • Diversity, Equity, and Inclusion (DEI) Training
  • Compensation and Career Development Consulting The exact scope, including specific deliverables, timelines, and costs, will be outlined in a Statement of Work (SOW) or Proposal, which will be incorporated into this Agreement upon mutual acceptance.

2. Term of Agreement

This Agreement will commence on the Effective Date and remain in effect until the completion of services, unless terminated earlier as outlined in Section 9. Any timeline for deliverables will be specified in the SOW or mutually agreed upon in writing.

3. Fees and Payment Terms

  • Fees: The Client agrees to pay DTP, LLC the fees outlined in the SOW or Proposal, including any applicable taxes.
  • Invoicing: Invoices will be issued as specified in the SOW, with payment due within thirty (30) days from the invoice date, unless otherwise agreed upon.
  • Late Payments: A late fee of [e.g., 1.5% per month] may be applied to overdue payments.
  • Additional Costs: Client will reimburse DTP, LLC for reasonable expenses incurred in connection with the services (e.g., travel, materials), as outlined in the SOW.

4. Client Responsibilities

To facilitate the effective completion of services, the Client agrees to:

  • Provide accurate, complete information and timely access to necessary resources.
  • Designate a point of contact for communications.
  • Review and approve deliverables promptly to avoid project delays.

5. Confidentiality

Both parties agree to maintain the confidentiality of proprietary or sensitive information disclosed during the course of this Agreement, including but not limited to business practices, strategies, client lists, and employee information. Confidential information will not be disclosed to third parties without prior written consent, except as required by law.

6. Intellectual Property

  • Ownership of Deliverables: All materials created by DTP, LLC during the performance of services will be the exclusive property of the Client upon payment, unless otherwise specified in the SOW.
  • Use of DTP Materials: DTP, LLC retains ownership of any pre-existing materials, templates, or tools used in delivering services, which may be reused in future work.

7. Data Privacy

DTP, LLC adheres to applicable data protection laws. Any personal information processed during the services will be handled in accordance with our Privacy Policy, available on our website.

8. Warranties and Disclaimer

  • DTP Warranties: DTP, LLC warrants that the services will be performed in a professional, workmanlike manner in accordance with industry standards.
  • Disclaimer of Warranties: Except as expressly provided herein, DTP, LLC disclaims all warranties, express or implied, including fitness for a particular purpose. Results depend on multiple factors beyond DTP’s control.

9. Termination

  • Termination by Client: Client may terminate this Agreement by providing written notice thirty (30) days in advance. Client will be liable for payment of services rendered and any expenses incurred up to the date of termination.
  • Termination by DTP: DTP, LLC may terminate this Agreement if the Client fails to fulfill payment obligations or breaches any terms. Termination will be effective ten (10) days after written notice, with the Client responsible for any unpaid balances.
  • Mutual Agreement: Both parties may terminate the Agreement upon mutual consent.

10. Limitation of Liability

In no event will DTP, LLC be liable for indirect, incidental, or consequential damages. DTP’s total liability for any claim under this Agreement will not exceed the total fees paid by the Client for the specific services in question.

11. Indemnification

Each party agrees to indemnify and hold harmless the other party against any third-party claims, damages, liabilities, or expenses arising from their respective acts, omissions, or breaches of this Agreement.

12. Governing Law

This Agreement shall be governed by the laws of the State of Vermont, without regard to its conflict of laws principles. Any disputes arising from this Agreement will be subject to the exclusive jurisdiction of the courts in Vermont.

13. Entire Agreement

This Agreement, including the SOW or any attachments, constitutes the entire agreement between DTP, LLC and the Client. Any modifications must be made in writing and signed by both parties.

14. Miscellaneous

  • Notices: Any notices required under this Agreement shall be sent to the addresses specified above.
  • Assignment: Neither party may assign this Agreement without the other party’s prior written consent.
  • Severability: If any provision of this Agreement is deemed invalid, the remainder will continue in effect.
  • Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement of that provision.