IT Consultancy and Strategy Services

This Service Agreement ("Agreement") is entered into on [Effective Date] by and between [Client Name], a [Client entity type and jurisdiction] with its principal place of business at [Client Address] ("Client"), and Vikilinks Australia, a [Consultant entity type and jurisdiction] with its principal place of business at [Consultant Address] ("Consultant").

WHEREAS, the Client wishes to engage the Consultant for the provision of IT Consultancy and Strategy Services, and the Consultant agrees to provide such services in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Services
The Consultant shall provide the Client with IT Consultancy and Strategy Services as described in Exhibit A attached hereto and incorporated herein by reference (the "Services"). Any changes to the scope of Services must be agreed upon in writing by both parties.
2. Term and Termination
This Agreement shall commence on the Effective Date and shall continue until the completion of the Services or until terminated by either party in accordance with the provisions of this Agreement. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof.
3. Fees and Payment
The Client shall pay the Consultant for the Services in accordance with the fee schedule set forth in Exhibit A. Invoices will be issued according to the agreed-upon payment schedule, and payment is due within 30 days of the invoice date. Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
4. Confidentiality
During the term of this Agreement and for a period of two (2) years thereafter, both parties agree to keep any confidential information received from the other party during the course of providing or receiving the Services in strict confidence. Confidential information includes, but is not limited to, business plans, financial information, trade secrets, and proprietary technology.
5. Intellectual Property
All intellectual property rights arising from the Services will remain the property of the Consultant unless otherwise agreed upon in writing. The Client will be granted a non-exclusive, non-transferable license to use the intellectual property created during the course of the Services for their internal business purposes only.
6. Warranties and Liability
The Consultant warrants that the Services will be provided in a professional manner, in accordance with industry standards. The Consultant's liability for any damages arising from the provision of the Services will be limited to the total amount paid by the Client for the Services.
7. Force Majeure
Neither party will be liable for any failure or delay in performing their obligations under this Agreement due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, or labor disputes.

Governing Law and Dispute Resolution This Agreement shall be governed by and construed in accordance with the laws of [Consultant's jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be resolved by negotiation between the parties or, if necessary, by arbitration under the rules of the [Arbitration Body] or any other mutually agreed-upon arbitration body.

8. Amendments
This Agreement may only be amended by mutual written agreement between the Client and the Consultant.
9. Entire Agreement
This Agreement, together with Exhibit A and any other attachments or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, and understandings between the parties, whether written or oral, relating to the subject matter hereof. No other representations, promises, or agreements, whether written or oral, shall be binding on either party.
10. Notices
All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or by an overnight courier service, or three (3) business days after being sent by registered or certified mail, postage prepaid, return receipt requested, to the addresses of the parties set forth at the beginning of this Agreement or to such other address as either party may designate by notice to the other party.
11. Independent Contractor
The Consultant is an independent contractor and not an employee, agent, or partner of the Client. The Consultant is solely responsible for payment of all taxes, insurance, and other statutory payments related to the provision of the Services.
12. Assignment
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that the Consultant may assign this Agreement to a successor in interest in the event of a merger, acquisition, or sale of all or substantially all of its assets.
13. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.
14. Waiver
No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of either party to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.