This agreement is entered into as of the last date signed by the parties (the "Effective Date") between #PARTY A NAME#, [whose principal place of residence is at / a #PARTY A JURISDICTION# corporation with its principal place of business at #PARTY A ADDRESS#] ("#PARTY A#") and #PARTY B NAME#, [whose principal place of residence is at / a #PARTY B JURISDICTION# corporation with its principal place of business at #PARTY B ADDRESS#] ("#PARTY B#").

(The capitalized terms used in this agreement, in addition to those above, are defined in section "DEFINITIONS".)

This agreement is written in legal language (binding) to protect both parties and clearly define expectations, rights, and responsibilities. QiAlly values transparency and respectful communication. For each key section, a plain‑language “Keeping it Real” version is available at https://www.qially.me/legal. These summaries are not substitutes for the legal terms but are meant to foster shared understanding and trust.

This Service Agreement ("Agreement") is made and entered into by and between QiAlly LLC ("the Company") and the undersigned client ("Client") as of the effective date indicated below. It defines the terms from the moment of engagement through the conclusion or termination of the services. This Agreement remains in effect unless terminated under the conditions listed herein.

1.1 Initial Term

The initial term of this agreement will begin on the Effective Date and continue for #TERM PERIOD# months/years, unless terminated earlier (the "Initial Term").

1.2 Automatic Renewal

Subject to paragraph "ELECTION NOT TO RENEW", at the end of each Term this agreement will automatically renew for a renewal term of #RENEWAL TERM PERIOD# months/years, unless terminated earlier ("Renewal Term").

1.3 Election Not to Renew

Either party may elect not to renew this agreement by providing notice to the other party at least #NON-RENEWAL NOTICE PERIOD# Business Days before the end of the Term.

1.4 Term Definition

"Term" means either the Initial Term or the then-current Renewal Term.

1.5 Assignment

Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

1.6 Successors

This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

1.7 Amendments

This agreement can be amended only by a writing signed by both parties.

QiAlly offers a wide range of services customized to align with each Client’s needs.

2.1 These include, but are not limited to:

• Business Strategy, Planning & Organizational Consulting
• Tax Filing, Compliance & Strategic Tax Planning
• Full-Spectrum Bookkeeping, Payroll & Cash Flow Forecasting
• Human Resources, Workers' Comp & Personnel Systems
• Legal Support (document preparation, not legal representation)
• Certified Translations & USCIS/Immigration Form Assistance
• Web Design, App Development, Automation & AI Tools
• Content Creation, Branding & Digital Marketing Solutions

Engagements

Each engagement includes a custom service plan, mutually approved in writing.

2.2 Delivery

Specific timelines, deliverables, and client action items may be documented via proposal, invoice, project workspace (e.g., Notion), or other formal record.

2.3 Payment of Compensation

(See sections 2.4–2.6 below for details.)

2.4 Invoice Delivery

#PARTY A# shall invoice #PARTY B#.

2.5 Payment

1. #PARTY B# shall pay each invoice to #PARTY A# within #PAYMENT DEADLINE# Business Days after receipt, in immediately available funds, to the account/method specified by #PARTY A#.

2.6 Invoice Procedure and Requirements

1. Make each invoice to #PARTY B# in writing, including:
   • An invoice number
   • The total amount due
   • A summary of the work invoiced
2. Send each invoice to:
   • Name: #PARTY B PAYABLES#
   • Title: #PARTY B PAYABLES TITLE#
   • Mailing Address: #PARTY B PAYABLES ADDRESS#
   • Email: #PARTY B PAYABLES EMAIL#

Additional Terms

• Deposits required before project initiation (unless waived).
• Payments due upon receipt (unless stated otherwise).
• $20 late fee after 5 days + 2% monthly interest on outstanding balances.
• Accounts 30+ days overdue may incur a $100 fee and be sent to collections.
• Until full payment, QiAlly retains ownership of deliverables, credentials, and IP; client access may be restricted if past due.
• Recurring services billed monthly/quarterly as agreed; third-party software/subscriptions may be billed separately.

• Provide accurate, timely data and documentation
• Respond to communication within 48 business hours
• Submit necessary files (e.g., receipts) by the 5th of each month when applicable
• Communicate material changes in operations or expectations
• Follow onboarding instructions and agreed communication channels

Delays or missed deliverables due to client inaction may incur additional fees or rescheduling.

4.1 Collection & Use of Data

#PARTY A# may collect and use technical information gathered as part of its maintenance, support, and training services, only for improving its products and services.

4.2 Non‑Disclosure

#PARTY A# will not disclose any of this information in a form that personally identifies #PARTY B# or #PARTY B#'s clients.

Each party agrees to maintain strict confidentiality of sensitive or proprietary information, including:

• Business records, financials, and plans
• Client systems, credentials, and project files
• Any private information disclosed during the engagement

These obligations survive termination of this Agreement.

(You currently have no content under section 6. Remove or rename as needed.)

7.1 Ownership & Intellectual Property

All work products (tools, templates, code, strategies, graphics, documentation) created by QiAlly during the engagement remain the property of QiAlly LLC unless otherwise stated in writing.

7.2 Intellectual Property License

Clients are granted a non‑exclusive, non‑transferable internal‑use license. Unauthorized sharing, resale, rebranding, or modification for commercial reuse is prohibited.

8.1 Termination on Notice

#PARTY A# may terminate this agreement for any reason on #TERMINATION NOTICE PERIOD# Business Days’ notice to #PARTY B#.

8.2 Termination for Material Breach

#PARTY A# may terminate immediately if #PARTY B# materially breaches and fails to cure within #BREACH CONTINUATION DAYS# Business Days after notice.

8.3–8.5

Additional grounds: Failure of condition, insolvency, change in law or order (details as in your text).

9.1 Termination of Obligations

Except for payment obligations, rights and duties cease immediately on termination.

9.2 Payment Obligations

Parties must pay owed amounts and refund any unearned payments.

9.3–9.7

No further liability (except confidentiality/taxes/termination), advice on status of work, termination assistance, and transition plan/process.

Both parties agree to comply with applicable laws, regulations, and ethical standards. Prohibited activities include:

• Use of services for unlawful or unethical purposes
• Circumventing payment obligations
• Misrepresentation or fraud

11.1 #PARTY B# Indemnification

#PARTY B# shall indemnify #PARTY A# against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

11.2–11.6

Notice requirements, defense rights, authority to settle, exclusive remedy, and definitions (Proceeding, Losses, Litigation Expenses).

• Indemnification: Client holds QiAlly harmless for client misuse or violations.
• Waiver: Failure to enforce any right is not a waiver.
• Severability: Invalid clauses don’t invalidate the rest.
• Entire Agreement: This supersedes prior discussions.
• Attorney Fees: Prevailing party recovers legal expenses.
• Limitation on Liability: No remote/speculative damages.

All notices must be delivered in writing to the email or mailing addresses provided in onboarding documents unless updated in writing.

If specific legal or compliance requirements apply (e.g., immigration, tax, licensing), those terms will be appended or detailed in a Statement of Work or invoice.

Client acknowledges additional legal terms, disclaimers, privacy policies, and service agreements may be published online at https://www.qially.me/legal, and are incorporated by reference.

By signing below, the Client affirms that they:

• Have reviewed and understood this Agreement in full
• Were offered the opportunity to ask questions or seek legal counsel
• Acknowledge their responsibilities and QiAlly’s service policies
• Intend to engage QiAlly LLC under the terms defined herein

#PARTY B NAME#
Full Name: #PARTY B CONTACT NAME#
Title: #PARTY B CONTACT JOB TITLE#
Email: #PARTY B CONTACT EMAIL ADDRESS#
Phone: #PARTY B PHONE NUMBER#
Address: #PARTY B STREET ADDRESS#
Date: #AGREEMENT DATE#
Signature: ____________________

#PARTY A NAME#
Full Name: #PARTY A CONTACT NAME#
Title: #PARTY A CONTACT JOB TITLE#
Email: #PARTY A CONTACT EMAIL ADDRESS#
Phone: #PARTY A CONTACT PHONE NUMBER#
Address: #PARTY A ADDRESS#
Date: #AGREEMENT DATE#
Signature: ____________________