THIS GENERAL SERVICE AGREEMENT (the “Agreement”) dated this ________________ day of ________, ________


Joe Black of 123 Main, Anytown, Tennessee
(the “Customer”)
– AND –

Lock it Up Pro of 719 N Rutherford Blvd, Murfreesboro, Tennessee
(the “Service Provider”).

     A. The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer.
     B. The Service Provider is agreeable to providing such services to the Customer 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 Customer and the Service Provider (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
Services Provided
     1. The Customer hereby agrees to engage the Service Provider to provide the Customer with services (the “Services”) consisting of:
           o Teach Continuing education classes for licensed locksmiths.
     2. The Services will also include any other tasks which the Parties may agree on. The Service Provider hereby agrees to provide such Services to the Customer.
Term of Agreement
     3. 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.
     4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days notice to the other Party.
     5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
     6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
     7. For the services rendered by the Service Provider as required by this Agreement, the Customer will provide compensation (the “Compensation”) to the Service Provider of a fixed amount of $1,500.00.
     8. The Compensation will be payable upon completion of the Services.
Additional Compensation
     9. In addition to the Compensation, the Service Provider will be entitled to the following additional compensation for performing the Services:
          o Travel and Lodging expenses will be added as an addendum to this contract.
Provision of Extras
     10. The Customer agrees to provide, for the use of the Service Provider in providing the Services, the following extras:
          o Customer will provide appropriate classroom accommodations for a maximum of 30 attendees. This includes tables, chairs, a screen or equivalent surface for our projector, electrical outlets, and any refreshments.
Reimbursement of Expenses
     11. In connection with providing the Services hereunder, the Service Provider will only be reimbursed for the following:
          o Travel and Lodging will be added as an addendum to this contract when necessary.
     12. The Service Provider will furnish statements and vouchers to the Customer for all such expenses.
Ownership of Materials and Intellectual Property
     13. All intellectual property and related material (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the property of the Service Provider. The Customer is granted a non-exclusive limited-use license of this Intellectual Property.
     14. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Service Provider.
Return of Property
     15. Upon the expiry or termination of this Agreement, the Service Provider will return to the Customer any property, documentation, records, or confidential information which is the property of the Customer.
Capacity/Independent Contractor
     16. In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
     17. 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:

a. Joe Black
123 Main
Anytown, Tennessee, 37130
Fax: (_____) _______-_____________
b. Lock it Up Pro
719 N Rutherford Blvd
Murfreesboro, Tennessee, 37130
Fax: (_____) _______-_____________
or to such other address as any Party may from time to time notify the other.

     18. Each Party to this Agreement will indemnify and hold harmless the other Party, as permitted by law, from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever to the extent that any of the foregoing is directly or proximately caused by the negligent or wilful acts or omissions of the indemnifying Party or its agents or representatives and which result from or arise out of the indemnifying Party’s participation in this Agreement. This indemnification will survive the termination of this Agreement.
Limitation of Liability
     19. It is understood and agreed that the Service Provider will not be liable to the Customer, or any agent or associate of the Customer, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement.
Dispute Resolution
     20. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
     21. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Tennessee. The arbitrator’s award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Tennessee.
Modification of Agreement
     22. 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 signed by each Party or an authorized representative of each Party.
Time of the Essence
     23. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
     24. The Service Provider will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer.
Entire Agreement
     25. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
     26. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
     27. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
     28. 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
     29. 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 the State of Tennessee, without regard to the jurisdiction in which any action or special proceeding may be instituted.
     30. 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.
     31. 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 provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________________ day of ________, ________.


Joe Black (Customer)


Lock it Up Pro (Service Provider)