general service agreement

general service agreement

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THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this 05-09-2025

BETWEEN:

Repropix Corp. of 1626 Janet Street, Downers Grove IL 60515 USA (the "Company").


- AND -

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(the "Contractor"),

BACKGROUND: 
⦁ The Company is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide services to the Company.

⦁ The Contractor is agreeable to providing such services to the Company 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 Company and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

Services Provided
⦁ The Company hereby agrees to engage the Contractor to provide the Company with services (the "Services") consisting of:
          ⦁ Photography editing & retouching.
⦁ The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Company.

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 of this Agreement may be extended by mutual written agreement of the Parties.

⦁ In the event that either Party wishes to terminate this Agreement prior to completion of the Services, that Party will be required to provide at least 10 days' notice to the other Party.

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

Currency
⦁ Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US Dollars.

Compensation
⦁ For the services rendered by the Contractor as required by this Agreement, the Company will provide compensation (the "Compensation") to the Contractor at the rate of
Editors

 ⦁ The Compensation will be payable monthly upon completion of the Services.

⦁ The above Compensation includes all applicable sales tax and duties as required by law.

Reimbursement of Expenses
⦁ The Contractor will not be reimbursed for expenses incurred by the Contractor in connection with providing the Services of this Agreement.

Confidentiality
⦁ Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Company which would reasonably be considered to be proprietary to the Company including, but not limited to, accounting records, business processes, and Company records and that is not generally known in the industry of the Company and where the release of that Confidential Information could reasonably be expected to cause harm to the Company.

⦁ The Contractor agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Company. This obligation will end on the expiration or termination of this Agreement.

⦁ All written and oral information and materials disclosed or provided by the Company 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.

Non-Competition
⦁ Other than with the express written consent of the Company, which will not be unreasonably withheld, the Contractor will not be directly or indirectly involved with a business which is in direct competition with the particular business line of the Company, divert or attempt to divert from the Company any business the Company has enjoyed, solicited, or attempted to solicit, from other individuals or corporations, prior to the expiration or termination of this Agreement. This obligation will end on the expiration or termination of this Agreement.

Non-Solicitation
⦁ The Contractor understands and agrees that any attempt on the part of the Contractor to induce other employees or contractors to leave the Company's employ, or any effort by the Contractor to interfere with the Company's relationship with its employees or other service providers would be harmful and damaging to the Company.

⦁ During the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement, the Contractor will not in any way directly or indirectly:

⦁ induce or attempt to induce any employee or other service provider of the Company to quit employment or retainer with the Company; 

⦁ otherwise, interfere with or disrupt the Company's relationship with its employees or other service providers; 

⦁ discuss employment opportunities or provide information about competitive employment to any of the Company's employees or other service providers; or 

⦁ solicit, entice, or hire away any employee or other service provider of the Company. 

Ownership of Materials and Intellectual Property
⦁ All intellectual property and related materials (the "Intellectual Property") including any related work in progress that is developed or produced under this Agreement, will be the sole property of the Company. The use of the Intellectual Property by the Company will not be restricted in any manner.


⦁ 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 Company. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.


Return of Property
⦁ Upon the expiry or termination of this Agreement, the Contractor will return to the Company any property, documentation, records, or Confidential Information that is the property of the Company.


Capacity/Independent Contractor
⦁ 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 Company acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.


Notice
⦁ 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:

 

⦁ Repropix Corp. | 1626 Janet St, Downers Grove, IL 60515, USA

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

Indemnification

⦁ 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 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 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. 

Legal Expenses 

⦁ In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action. 

Modification of Agreement

⦁ 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 and signed by each Party or an authorized representative of each Party. 

Time of the Essence 

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

Assignment 

⦁ The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the Company's prior written consent. 

Entire Agreement 

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

 Enurement 

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

 Titles/Headings 

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

 Gender 

⦁ 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 

⦁ 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 Illinois, without regard to the jurisdiction in which any action or particular proceeding may be instituted.

 Severability 

⦁ 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 

⦁ 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 conditions.

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Repropix Corp. director: Rytis Januska