This Services Agreement (“Agreement”) is made and entered into effective as of the date signed below by and between your company, a User and Buyer on the Field Nation Platform, (“Client”) and DISPATCH MANAGEMENT LTD., a Bangladesh Limited Company located at House No-29, Shah Makdum, Avenue, Section-12, Uttara, Dhaka-1230, Bangladesh (“DML”).

WHEREAS, CLIENT owns and operates a service company;

WHEREAS, DML provides software platform managed services for its clients;

WHEREAS, the Parties are separate corporate and legal entities;

WHEREAS, CLIENT, in order to further the achievement of its goals and objectives in using online platforms, requires that certain professional and other services be provided to supplement the services CLIENT provides;

WHEREAS, DML desires to provide such services;

WHEREAS, the Parties wish to enter into this Agreement whereby DML provides certain services for CLIENT (the “Services”);

NOW, THEREFORE, in consideration of the foregoing and the mutual undertakings set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Recitals Incorporated.
   The foregoing recitals are hereby incorporated as affirmative warranties and representations of the Parties.
2. Retention.
   CLIENT hereby retains DML to facilitate CLIENT’s use of the Field Nation Platform through the CLIENT’s Buyer account on the Field Nation Platform.
   1. 1) Standard of Care. DML shall provide the Services exercising the same degree of care, priority and diligence as it exercises in performing the same or similar services for itself.
   2. 2) Non-Exclusivity. Nothing in this Agreement shall preclude CLIENT from obtaining, in whole or in part, services similar to or identical to the Services provided by DML under this Agreement either during or after the term of this Agreement. Nothing in this Agreement shall prohibit DML from providing services to other entities that are the same or similar as those CLIENT is providing to DML under this Agreement, subject to the Confidentiality provision below.
3. Services.
   At CLIENT’s direction, DML will provide work order managed services on the Field Nation Platform, through CLIENT’s Field Nation Buyer Account. As part of these Services, the parties agree:
   1. 1) DML agrees not to circumvent the relationship CLIENT has with its end clients nor solicit employees, contractors, or clients;
   2. 2) DML agrees to keep confidential all client lists, pricing information and related confidential business information;
   3. 3) CLIENT agrees that any Work Order entered into on the Field Nation Platform between CLIENT and a Field Nation Provider is a binding contract and CLIENT will adhere to all terms of the Work Order;
   4. 4) DML represents that it will perform the platform management services in a workmanlike manner, with professional diligence and skill. The services and any Work Product shall meet any applicable specifications or requirements stated in the applicable direction or work order provided by the CLIENT;
   5. 5) DML will only access CLIENT’s Buyer account specifically to fulfill DML’s agreed upon obligations to CLIENT;
   6. 6) DML will not approve Work Orders. CLIENT will have the sole authority to approve Work Orders;
   7. 7) CLIENT will approve or reject Work Orders within 15 days of completion, DML is not responsible for Work Orders not responded to by CLIENT within 15 days of completion;
   8. 8) CLIENT is responsible for processing payments for approved Work Orders through the Field Nation Platform.
4. Charges for Services.
   Client shall pay DML for the timely performance of its Services. DML’s fee for its Services shall be collected by Field Nation as part of its overall Field Nation Company Service charge and paid to DML on Client’s behalf.
5. Relationship.
   The parties are independent contractors of one another. Nothing in this Agreement is intended to, or should be construed to, create an employment, joint employment, partnership, joint venture, or agency relationship between or among CLIENT, DML, the employees or subcontractors of DML. The parties are solely responsible for all taxes, withholdings, and other similar statutory obligations for its employees. Further, DML agrees to defend, indemnify and hold CLIENT harmless from any and all claims made by any entity on account of an alleged failure by DML to satisfy any such tax or withholding obligations. Nothing herein shall be construed as an authorization to DML, without prior written approval, to enter agreements in CLIENT’s name or behalf or to commit in any way CLIENT towards third parties.
6. Term.
   Unless sooner terminated in accordance with the provisions hereof, this Agreement shall be effective for a period of 12 months from the Effective Date. This Agreement shall be automatically extended for successive period(s) of 12 months each unless either party objects to such renewal by informing the other party in writing at least 10 days before expiration of the current term of this Agreement.
7. Termination.
   1. 1) In the event of a material breach of this Agreement, prior to exercising its legal or equitable remedies, the non-defaulting party shall provide written notice to the party in breach requiring it to remedy such breach within sixty (60) days following receipt of notice.
   2. 2) Should the party in default fail to remedy such breach within sixty (60) days after receipt of such notice, or within any longer period as may be agreed between the parties, the non-defaulting party shall, without prejudice to its other rights and remedies under this Agreement, be entitled to terminate this Agreement forthwith upon notice either in whole or in part.
   3. 3) Either party may, without prejudice to any other rights or remedies, terminate this Agreement by giving a written notice to the other party with immediate effect, if any of the following events should occur.
      1. 1) if either party files a petition in bankruptcy, or a petition in bankruptcy is filed against it, or either party becomes insolvent, bankrupt, or makes a general assignment for the benefit of creditors, or goes into liquidation or receivership;
      2. 2) if either party ceases or threatens to cease to carry on business or disposes of the whole or any substantial part of its undertaking or its assets; or
      3. 3) if control of either party is acquired by any person or group not in control at the date of this Agreement.
   4. 4) Without prejudice to the survival of the other agreements of the Parties, the following obligations shall survive the termination of this Agreement: (1) the obligations of each party under the Confidentiality, Indemnification, other indemnification provisions in this Agreement, and Miscellaneous provisions, and (2) DML’s right to receive the fees for the Services provided by it hereunder incurred prior to the effective date of termination.
8. Insurance.
   DML or its subcontractors will procure and maintain in effect during the term of this Agreement appropriate insurance coverage.
9. Indemnification.
   CLIENT shall be responsible for, and shall indemnify fully, defend and hold harmless DML, its officers, agents and employees, of and from, any and all Claims arising out of or related to CLIENT’s omissions in timely approving Work Orders on the Field Nation Platform and for any claims that CLIENT’s employees or contractors should be classified as employees of DML.
10. Assignment.
    Except in the case of an acquisition or merger, neither this Agreement nor any interest hereunder may be assigned or otherwise transferred by either party to third parties other than affiliates of either party without the prior written consent of the other party which shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.
11. Notices.
    Any requirement to “notify,” or for “notice” or “notification,” in connection with the subject matter of this Agreement shall be in writing and shall be effective when delivered personally (including by FedEx, Express Mail, or similar courier service) to the party for whom intended, or five (5) days following deposit of the same into the United States mail, certified mail, return receipt requested, first class postage prepaid, addressed to such party at the address set forth below its signature to this Agreement. Either party may designate a different address by notice to the other given in accordance herewith.
12. Severability.
    If any term or provision of this Agreement shall be found to be illegal or otherwise unenforceable, the same shall not invalidate the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary by the adjudication to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.
13. Complete Agreement and Amendment.
    This Agreement contains the entire agreement between the parties hereto with respect to the matters covered herein and therein. The parties acknowledge that they are entering into this Agreement solely on the basis of the agreements and representations contained herein. This Agreement shall not be modified in any way except in writing signed by both parties and stating expressly that it constitutes a modification of this Agreement.
14. Law, Disputes and Venue.
    This Agreement shall be governed by the laws of the State of Delaware. All claims against either party to this Agreement shall be brought by the other party no later than one (1) year after such claims have arisen (except for claims for non-payment for services, which may be brought within two (2) years after the last date of services for which payment is sought). All disputes in connection with this Agreement shall be venued in the state or federal courts located in the State of Delaware and the parties agree to the exclusive jurisdiction of said courts.
15. Waiver of Jury Trial.
    EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, MATTER, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.
16. Section Headings.
    The section headings of this Agreement are for the convenience of the parties only and in no way alter, modify, amend, limit, or restrict the contractual obligations of the parties.
17. Construction.
    This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not by way of limitation, this Agreement shall not be construed against the party responsible for any language in this Agreement.
18. Waiver.
    Except as otherwise provided herein, any waiver by a party to declare a breach or seek any remedy available to it under this Agreement or by law will not constitute a waiver as to any other past or future breaches or remedies. No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
19. No Third Party Beneficiary.
    This Agreement and the Services are solely for the benefit of the parties and neither this Agreement nor the Services confer any rights to any other party as a third party beneficiary or otherwise.

By checking the box next to “I Agree to the Third-party Platform Services Agreement” and clicking Sign Up, you are electronically agreeing to this Agreement and all of its Terms and Conditions.