Legal Agreement Review

this is just soemthing i have written up and will not be used in actuality. can you from a academic perspective review this please: "THIS SERVICE AGREEMENT is entered into on * January * BETWEEN (*) Owais Yusuf whose principal place of business is at * Lancelot Ln, Naperville, Illinois, United States of America, * (the Company) (*) Univar Solutions whose mailing address / principal place of business is at * Highland Pkwy., Downers Grove, Illinois, United States of America, * (the Client) WHEREAS (*) The Company is in the business of providing staffing services. (*) The Client hires the Company to provide staffing services on the terms and conditions set out in this Agreement. It is agreed as follows: *. Interpretation *.* Definitions Agreement means any agreement made subject to the terms and conditions below; Assigned Employee means employees of the Company assigned to the Client based on the Client's specifications to perform the work as set out in Schedule * Services mean certain staffing services as set out in Schedule * *.* In this Agreement, unless the context otherwise requires: (a) references to persons include individuals, bodies corporate (wherever incorporated), unincorporated associations and partnerships; (b) the headings are inserted for convenience only and do not affect the construction of the Agreement; (c) references to one gender include all genders; and (d) any reference to an enactment or statutory provision is a reference to it as it may have been, or may from time to time be amended, modified, consolidated or re-enacted. *. Company's obligations *.* The Company agrees to provide the Services in a professional and diligent manner consistent with generally recognised industry standards and good commercial practice, using efforts comparable to those customarily used in providing staffing services of equivalent value and for similar products or services. *.* The Company shall comply with and give all notices required by, all laws and regulations applicable to the Services, including all laws and regulations related to (i) anti-bribery and corruption, and (ii) data protection. *.* Any services outside of the scope as defined in Services will require a new Agreement for other services agreed to by the Parties. *.* The Company shall comply with and give all notices required by, all laws and regulations applicable to the Services, including all laws and regulations related to (i) anti-bribery and corruption, and (ii) data protection. *.* The Company shall not discriminate against any Candidate because of race, age, colour, religion, sex, ancestry, national origin, place of birth or disability. *.* The Company shall purchase and maintain during the duration of this Agreement the insurance(s) as required by law, with sufficient coverage, for the Services rendered pursuant to this Agreement *.* The Company will maintain responsibility, as an employer of the Assigned Employee(s), for the payment of wages, and other compensation, and for any mandatory withholdings and contributions. *.* The Company shall require the Assigned Employees to sign agreements acknowledging that they are not entitled to holidays, vacations, disability benefits, insurance, pensions, retirement plans, or any other benefits offered or provided by Client. *. Completion of the work *.* The Company hereby understands and acknowledges that time is of the essence with respect to the Company’s obligations defined in this Agreement and that prompt and timely performance of all such obligations is strictly required. *. Service Fees *.* In consideration for the full, prompt, and satisfactory performance of all Services to be rendered to the Client, the Client shall pay the Company a Service fee of United States Dollar <*.*> per Candidate employed by the Client pursuant to this Agreement. *.* Payment will be due within 30 days of receipt of the said invoice by the Client. A late charge of *% per month on the outstanding amount will be added to any invoice not paid on time. *.* From time to time throughout the duration of this Service Agreement, the Company may incur certain expenses that are not included as part of the Fee for the Services to this Agreement. *.* The Company agrees to keep an exact record of any and all expenses acquired while performing the Services. The Company will submit an invoice itemising each expense, along with proof of purchase and receipt, with the invoice. *.* The Client shall notify the Company in writing of any dispute with an invoice along with any substantiating documentation or a reasonably detailed description of the dispute within * Business Days from the date of the Client’s receipt of such invoice subject to dispute. *.* The Client will be deemed to have accepted all invoices for which the Company does not receive timely notification of a dispute and shall pay all undisputed amounts due under such invoices within the period set forth in this Agreement. The Parties shall seek to resolve all such disputes expeditiously and in good faith. *.* The Client, at their own expense, shall furnish their own supplies and equipment necessary to deliver and complete the Services as defined under this Agreement unless otherwise agreed upon by the parties. Should the Client not furnish the agreed-upon supplies, the Client understands they will be responsible for reimbursing the Company for all expenses incurred. *. Warranties, Liabilities and Indemnities *.* The Company shall promptly notify the Client of: (a) any delays or problems from time to time in the provision of the Services of which the Company becomes aware; (b) any circumstances from time to time which may prevent the Company from providing the Services in accordance with this Agreement together with (where practicable) recommendations as to how such circumstances can be avoided; and *.* The Client shall promptly report to the Company any defects in the Company's performance of the Services as soon as reasonably practicable after any such defect comes to the attention of the Client. *.* Where any defect in the provision of the Services is reported to the Company by the Client or otherwise comes to the attention of the Company, the Company shall, without limiting any other right or remedy of the Client, use its reasonable endeavours to provide such further services as are necessary in order to rectify the default as soon as is reasonably practicable. *.* The parties agree that the rights and benefits held and received by the Client through the Company's Service under the Service Agreement shall only be enforceable by the Client through such Service and upon the terms of the Service Agreement, and any liability in respect of any breach of such rights and benefits shall be determined solely in accordance with the terms of the Service Agreement. *.* For the avoidance of doubt, the Company's obligations are owed solely and personally to the Client and shall not extend to any assignee of any of the Client's rights. The liability of the Company shall be capped to the amount of Service Fees received under this Agreement. *.* The Client will indemnify the Company on first written demand against any or all liabilities incurred by the Company arising out of or as a result of acting as the service provider hereunder. *.* Neither Party shall be liable for any indirect or consequential loss howsoever caused, including but not limited to, loss of anticipated profits, loss of contracts, goodwill, reputation and losses or expenses resulting from third party claims. *.* The Client accepts that no warranty as to the suitability of the potential candidates can be given by the Company and, in particular, that the Company cannot guarantee that a suitable candidate can always be found to fit the role for the purpose/s specified by the Customer. *.*. The Company represents and warrants that the Assigned Employees have the right to perform the services under and pursuant to this Agreement. *. Term and Termination *.* This Service Agreement shall be effective on the date hereof and shall continue indefinitely until the expressly agreed upon date of the completion of the Services unless it is earlier terminated in accordance with the terms of this Agreement. *.* The Company may terminate this agreement at any given time upon one month of written notice to the Client. *.* Either party may by notice in writing forthwith terminate the Agreement if the other party becomes bankrupt or makes any composition or arrangement with his creditors or has a winding-up order made or (except for the purposes of reconstruction) a resolution for voluntary winding up is passed or a receiver or manager of its business or undertaking is duly appointed or possession is taken by or on behalf of any creditor of any property the subject of a charge. *.* The Client understands that the Company may terminate this Agreement at any time if the Client fails to pay for the Services provided under this Agreement or if the Client breaches any other material provision listed in this Agreement in the manner as defined above. The Client agrees to pay any outstanding balances within 5 days of termination. *. Ownership of materials *.* All Intellectual Property and related materials, including but not limited to, moral rights, goodwill, trade secrets, applications for registrations or relevant registration, rights to any trademark, trade dress, patent, copyright, trade name, and industrial design (“Intellectual Property”) that is produced or developed under this Service Agreement shall become the property of the Client. The Company understands that the aforementioned is a “work for hire” and shall be the sole property of the Client. The Client’s use of the Intellectual Property shall not be restricted in any manner. *.* The Company may not use the Client’s Intellectual Property for any purpose other than contracted for in this Service Agreement unless the Company has written consent from the Client The Company shall be responsible for any damages resulting from any unauthorized use of the Client’s intellectual property. *. Confidential information *.* The Company shall both during and after the arrangements contemplated by this Agreement have terminated: (a) keep confidential the terms of this Agreement and all information, whether in written or any other form, which has been disclosed to it by or on behalf of any other party which by its nature ought to be regarded as confidential (including, without limitation, any business information in respect of any other party which is not directly applicable or relevant to the transactions contemplated by this Agreement); and (b) procure that its officers, employees, Assigned Employees and representatives and those of its subsidiary companies keep secret and treat as confidential all such documentation and information. *.* Clause *.* does not apply to information: (a) which shall after the date of this Agreement become published or otherwise generally available to the public, except in consequence of a willful or negligent act or omission by the recipient party in contravention of the obligations in clause *.*; (b) to the extent made available to the recipient party by a third party who is entitled to divulge such information and who is not under any obligation of confidentiality in respect of such information to any other party or which has been disclosed under an express statement that it is not confidential; (c) to the extent required to be disclosed by any applicable law or by any recognised stock exchange or governmental or other regulatory or supervisory body or authority of competent jurisdiction to whose rules the party making the disclosure is subject, whether or not having the force of law, provided that the party disclosing the information shall notify the other party of the information to be disclosed (and of the circumstances in which the e disclosure is alleged to be required) as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure; (d) which has been independently developed by the recipient party otherwise than in the course of the exercise of that party's rights under this Agreement or the implementation of this Agreement; (e) which, in order to perform its obligations under or pursuant to this Agreement, any party is required to disclose to a third party; (f) disclosed to any applicable tax authority to the extent reasonably required to assist the settlement of the disclosing party's tax affairs or those of any of its shareholders or any other person under the same control as the disclosing party; or (g) which the receiving party can prove was already known to it before its receipt from the disclosing party. *.* The provisions of this clause * shall survive any termination of this Agreement. 8A Non-Solicitation The Client shall not solicit, hire, recruit, induce, directly or indirectly the Assigned Employee to terminate their relationship with the Company; or to enter into another arrangement with a third party to circumvent the Company at any time during the term of this Agreement or for a period of 12 months after termination of this Agreement for any reason. *. Announcements / Publicity *.* Except as required by law or by any stock exchange or governmental or other regulatory or supervisory body or authority of competent jurisdiction to whose rules the party making the announcement or disclosure is subject, whether or not having the force of law, no announcement or disclosure in connection with the existence or subject matter of this Agreement shall be made or issued by or on behalf of any party without the prior written approval of the others, such approval not to be unreasonably withheld or delayed. *.* Where any announcement or disclosure is made in reliance on the exception in clause *.*, the party making the announcement or disclosure will use its reasonable endeavours to consult with the other party in advance as to the form, content and timing of the announcement or disclosure. *. Amendment *.* No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of the parties to it. *.* Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied. *. Assignment The Client shall not assign the Agreement or sub-contract the performance thereof without the prior written consent of the Company. *. Severability If and to the extent that any provision of this Agreement is held to be illegal, void or unenforceable, such provision shall be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. The parties shall meet to negotiate in good faith to agree a valid, binding and enforceable substitute provision or provisions, (if necessary with the reconsideration of other terms of this Agreement not so affected) so as to re-establish an appropriate balance of the commercial interests of the parties. *. Further assurance Each of the parties agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Agreement and the transaction contemplated by it. *. Warranty of Capacity and Power Each party represents and warrants to the other parties that: (a) it has full authority, power and capacity to enter into and carry out its obligations under this Agreement; (b) all necessary acts and things have been taken or done to enable it lawfully to enter into and carry out its obligations under this Agreement; and (c) when executed, this Agreement will create obligations which are valid and binding on it and enforceable in accordance with their terms *. Force Majeure None of the parties shall be liable for any failure or delay in performing any of its obligations under or pursuant to this Agreement if such failure or delay is due to any cause whatsoever outside their reasonable control, and they shall be entitled to a reasonable extension of the time for performing such obligations as a result of such cause. *. No Rights under Contracts for Third Parties A person who is not a party to this Agreement shall have no right under any law to enforce any of its terms. *. Arbitration and Proper law The parties shall use all reasonable endeavours to resolve any dispute amicably and in good faith. This document is governed by and are to be construed in accordance with the laws of Illinois applicable therein. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Illinois (and any court of appeal) and waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or those courts not having jurisdiction. *. Notices and service *.* Any notice so served by hand, e-mail or post shall be deemed to have been duly given: • in the case of delivery by hand, when delivered; • in the case of fax or electronic mail on a Business Day prior to *.* pm, at the time of receipt ; • in the case of prepaid recorded delivery, special delivery or registered post, at 10am on the second Business Day following the date of posting; provided that in each case where delivery by hand or by e-mail occurs after 5pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day. References to time in this clause are to local time in the country of the addressee. *.* The addresses of the parties for the purpose of clause *.* are as follows: Company Owais Yusuf Address: * Lancelot Ln Naperville Illinois United States of America * E-mail: owais.yusuf@gtprocurement.com For the attention of: Owais Yusuf Client Univar Solutions Address: * Highland Pkwy. Downers Grove Illinois United States of America * E-mail: steve.martinez@univarsolutions.com For the attention of: Steve Martinez *. Counterparts This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which is an original but all of which together constitute one and the same instrument. As Witness this Agreement has been signed on behalf of the parties the day and year first above written. SIGNED by ) for and on behalf of Owais Yusuf ) __________________ SIGNED by ) for and on behalf of Univar Solutions ) __________________ Schedule * Services *. The Company shall full and accurate information about the position requirements, including: • position description; • job responsibilities; • skills required; • terms and conditions of employment; and • all other information and documentation as reasonably required by the Company to provide the Services. *. Based on the requirements of the Client, the Company shall: • identify Candidates • ☑ pre-employment screening of the Employees ☑ conduct background checks, credit checks, drug checks and other specialised checks upon customer’s request ☑ arrange any medical examinations and perform any other activities that may reasonably be expected of an employer or required by law ☑ provide weekly reports in the manner as directed by the Client *. The Client will be responsible for: (a) the management and supervision of the Assigned Employee; (b) providing a safe working environment to the Assigned Employee in accordance with the applicable work health and safety rules and regulations; (c) providing clear performance expectations, processes for performance feedback and for recording and assessing the Assigned Employee’s performance "

are these not included already?

after going through where else can the language be improved?