Service Agreement

This Services Agreement (this “ Agreement ”) is entered into as of the Effective Date (the “ Effective Date ”) by and between

Adam Laszlo Rocska Sole Proprietor (Registered office: 1092 Budapest, Bakats square 2. III. floor. 18., Tax number: 90342651-1-43, EU VIES VAT number: HU90342651 Main activity: 702201 - General business consultancy, Electronic contact: rocska.adam@gmail.com ) as “ Service Provider ”, and

the Client ( details that lawfully identify the Negotiating Party to courts, tax authorities, and other official entities) as the “ Client ”.

Each of Client and Service Provider are referred to as a “ Party ” and are collectively the “ Parties ”.

WHEREAS, the Client desires to retain the services of Service Provider for, among other things, the Primary purpose of using the service (each, a “ Purpose(s) ”), and Service Provider desires to provide certain services to Client.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set forth herein, the parties hereby agree as follows:

Services

1. The Client hereby engages the Service Provider to supply and make available to the Client, and the Service Provider agrees to render, services (the “ Services”) as shall be set forth on one or more Statements of Work each in the form Attached hereto.
2. The Service Provider shall not commence any Services related to a project until a mutually agreed and signed Statement of Work is in place for that project
3. The Statement of Work may be amended, from time to time, only with the written consent of both Parties.
4. The terms of this Agreement with respect to a project in question, the Services, or related matters shall apply to all Statements of Work executed under this Agreement.
5. All Services provided under this Agreement shall be governed by the latest version of the Service Terms and Conditions.
6. The duration and timing of all Services shall adhere to the provisions outlined in the Measure of Time document .
   
7. Specific services may also be subject to their corresponding Service Specific Agreements, as outlined below. These agreements will govern the applicable Services as stated in the individual Statement of Work:
8. • Consulting Terms and Conditions: For consultative services such as guidance, coaching, and advisory roles.
   • Growth Terms and Conditions: For training, mentoring, public speaking, and related services.
   • Delivery Terms and Conditions: Governing the provision of deliverables or tangible outputs.
   • Ownership Terms and Conditions: Applicable when the Service Provider participates in ownership and leadership roles.
   • Meeting Terms and Conditions: Applicable when the Service Provider actively or passively participates a Meeting at the request or expense of the Client.
9. The Attachments referenced in this Services section are integral to this Agreement and may be provided in PDF format or other media for convenience. The primary, authoritative version of each document shall be publicly available on the following webpages:
10. • Statement of Work:
      https://adam-rocska.odoo.com/legal/template/statement-of-work 
    • Service Terms and Conditions:
      https://adam-rocska.odoo.com/legal/service-terms-and-conditions 
    • Measure of Time:
      https://adam-rocska.odoo.com/legal/attachment/measure-of-time
    • Service Specific Agreements:
    • • Consulting Terms and Conditions:
        https://adam-rocska.odoo.com/legal/service-terms-and-conditions/consulting 
      • Growth Terms and Conditions:
        https://adam-rocska.odoo.com/legal/service-terms-and-conditions/growth 
      • Delivery Terms and Conditions:
        https://adam-rocska.odoo.com/legal/service-terms-and-conditions/delivery 
      • Ownership Terms and Conditions:
        https://adam-rocska.odoo.com/legal/service-terms-and-conditions/ownership 
      • Meeting Terms and Conditions:
        https://adam-rocska.odoo.com/legal/service-terms-and-conditions/meeting 
11. The Client may monitor updates to the Attachments. Any updates will not modify existing agreements but shall apply to new Statements of Work executed after such updates.
12. The Attachments shall govern all Services provided under this Agreement. The Parties agree that additional Service-Specific Agreements may be introduced in the future without impacting the validity of this Agreement or the terms stated herein.
13. If the URL hosting any Attachment changes, or if an Attachment becomes unavailable in a manner that cannot reasonably be anticipated by the Client, the Service Provider will notify the Client with the updated location. If an Attachment is no longer publicly accessible, the Service Provider will instead provide the Client with the latest available version of the affected document.

Designated Representatives

1. In rendering the Services, the Service Provider shall report to such person(s) as the Client may designate in writing from time to time (each, a “Representative”).
2. • Initially, the Client’s Representative shall be:
   • • Full Name (e-mail: email@address.example; phone number: +1 212 456 7890)
   • Initially Service Provider’s Representative shall be:
   • • Adam Laszlo Rocska (e-mail: rocska.adam@gmail.com; phone number: ‭+36 30 736 0099)
3. The Representatives shall be responsible for administering this Agreement. The Client’s Representative (or their designee) shall be the sole individual authorized to approve Statement of Work and to execute binding agreements on behalf of the Client.
4. All communications and agreements made between the Representatives, including but not limited to those conducted via email, chat applications, or any other form of communication, shall be considered binding and enforceable.
5. The Client’s Representative shall also be responsible for receiving all notices under this Agreement and for managing all administrative matters, including invoices, payments, and amendments.
6. Any communications or agreements made outside of the designated Representatives shall not be binding on either Party.

Compensation

1. In return for the Service Provider’s performance of services under this Agreement, the Client shall compensate the Service Provider in the amount and manner set forth in each applicable Statement of Work (the “Compensation”).
2. All invoices issued by the Service Provider shall be payable immediately upon issuance. A maximum grace period of five (5) calendar days from the date of each invoice is permitted for payment. If the Client fails to pay in full within this five-day period, the Service Provider may pursue all legal remedies available under Hungarian law. Payment within the grace period is still considered Late Payment.
3. The Client shall not acquire any rights, title, interest, or ownership—including, without limitation, Intellectual Property Rights, inventions, trade secrets, or confidential information—in any deliverables, work products, or materials provided by the Service Provider until full payment has been received for the corresponding invoice.
4. • No Right of Use: The Client is explicitly barred from using, reproducing, displaying, distributing, or benefiting from any deliverables or work products unless the Service Provider has received full and timely payment. The Client may not disclose, reverse-engineer, or attempt to replicate any methods, processes, or technologies constituting the deliverables, as they are considered Trade Secrets until paid for in full.
   • No Rights Conferred on Partial Payment: Any partial payment does not confer any rights or ownership on the Client. The Client’s rights are fully contingent on complete payment for the corresponding services.
5. If the Client fails to pay in full within the five-day grace period, the Service Provider shall gain irrevocable reversionary rights to all deliverables, work products, and materials provided under the unpaid invoice(s). These reversionary rights include all Intellectual Property Rights, Inventions, Trade Secrets, and Confidential Information associated with the deliverables.
6. • Effect of Reversionary Rights: Upon activation of reversionary rights, the Service Provider shall be free to use, modify, repurpose all deliverables and materials created or provided for the Client without limitation. The Client shall have no claim, interest, or expectation of privacy or exclusivity in the work provided, as any Confidential Information in these deliverables remains solely under the Service Provider’s control until paid for.
   • Reversion Reversal Only by Agreement: The Client may negotiate the return of exclusive rights to the work only by entering a separate agreement, which may include additional fees or compensation to the Service Provider.
7. These compensation and ownership terms are specifically designed to reflect the significant risk and economic imbalance inherent in the Service Provider’s role. Given that the Client stands to generate substantial and ongoing financial gain from the Service Provider’s work, these terms serve to ensure fair and timely compensation and protect the Service Provider’s interests in cases of delayed payment.

Reimbursement

1. The Client shall reimburse the Service Provider for all reasonable out-of-pocket expenses that the Service Provider incurs at the Client’s request in performing Services under this Agreement, provided that each expense is pre-approved by the Client in writing.
2. The Service Provider shall submit all expenses with supporting documentation within five (5) business days of incurring the expense. The Client agrees to reimburse approved expenses within ten (10) business days of receipt of documentation.
3. If expenses are incurred in a currency other than the Client’s operating currency, reimbursement shall be calculated at the exchange rate published by the European Central Bank (ECB) on the date the expense was incurred. Should the ECB cease to operate or no longer publish exchange rates, the applicable rate shall be sourced from the U.S. Federal Reserve.

Complete Compensation

1. The Service Provider acknowledges that the compensation specified in this Agreement and any applicable Statement of Work represents full and complete payment for all Services rendered, obligations undertaken, and any transfer of Inventions, Intellectual Property Rights, or other proprietary rights to the Client as outlined in this Agreement. The Service Provider is not entitled to any additional compensation, rights, or benefits beyond those expressly defined herein.

Representations and Warranties

1. The Service Provider represents and warrants that it possesses full and unrestricted authority to assign ownership of any Inventions to the Client as required under this Agreement. This includes the authority to transfer ownership of Inventions created by the Service Provider’s employees, contractors, subcontractors, agents, or any parties engaged to deliver Services or any Purpose(s) on behalf of the Service Provider under this Agreement.
2. Each Party represents and warrants that:
3. • The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate actions.
   • This Agreement constitutes a valid, binding, and enforceable obligation for each Party, in accordance with its terms.
4. The Service Provider covenants and warrants that:
   
5. • The Services will be performed with due care, diligence, and skill, in a professional manner consistent with industry standards, and with sufficient time and effort to meet required obligations.
   • The Services, along with any Purpose(s), will substantially meet all specifications and performance standards specified in the relevant Statement of Work.
   • The Service Provider has full and sufficient authority to assign or license any Pre-Existing Service Provider Products or Purpose(s) provided under this Agreement.

Duration & Termination

1. The term of this Agreement (the “Term”) shall commence on the date the last Party executes this Agreement and shall continue until terminated as specified herein.
2. Either the Client or the Service Provider may terminate this Agreement and/or any Statement of Work at any time under the following conditions:
3. • In the event of a material breach of this Agreement or any Statement of Work that is not cured within ten (10) business days following written notification of such breach.
   • By providing at least three (3) months’ prior written notice to the other Party, for any reason.
   • By providing at least six (6) months’ prior written notice to the other Party, for no reason at all.
4. Upon termination of this Agreement, the Client shall:
5. • Be liable to make any payments due to the Service Provider for Services performed in accordance with this Agreement and any Statement of Work up to the effective date of termination.
   • Reimburse the Service Provider for reasonable expenses incurred in accordance with the current Agreement.
6. If the Client terminates the Agreement under normal circumstances while one or more Statements of Work are in progress (i.e., not due to a breach):
7. • The Client shall fully compensate the Service Provider for all completed and in-progress Statements of Work as if they had been executed in full.
   • The Service Provider shall deliver all results produced up to the termination point.
8. If the Service Provider terminates the Agreement under normal circumstances while one or more Statements of Work are in progress (i.e., not due to a breach):
9. • The Service Provider will ensure all of its commitments made are satisfied to its fullest and will deliver all results produced up until termination.
   • The Service Provider commits not to owe any deliverables or have any unmet commitments upon termination.

Ownership

1. The Client and the Service Provider agree that all pre-existing records, data, computer programs, licenses, and other software items used by the Service Provider (“Pre-Existing Service Provider Product(s)”) are the exclusive property of the Service Provider and shall remain so.
2. Inventions developed by the Service Provider for the Client under this Agreement shall be considered a “work made for hire”. As such, all rights, title, and interest in these Inventions, along with any associated Intellectual Property Rights, shall vest exclusively in the Client.
3. If any Inventions produced for the Client are not deemed a "work made for hire," the Service Provider hereby grants the Client a non-exclusive, perpetual license to use and exploit these Inventions and any related Intellectual Property Rights.
   
   The Service Provider retains all rights, title, and interest in these Inventions, including the right to use them in any manner not conflicting with the Client’s use.
4. Upon the Client's request, the Service Provider shall execute and deliver all documentation necessary to evidence the Client's ownership rights in the Inventions.
   
   The Client acknowledges that such requests may incur significant costs, which cannot be predetermined and depend on various factors including the type of documentation, the level of detail required, and the specific context.
   
   If the Client requires the Service Provider to invest time and resources into bureaucratic processes, the Client must be prepared to pay accordingly.

Third-Party and Open Source Materials

1. If the Service Provider intends to furnish Services or Purpose(s) pursuant to a Statement of Work that requires the Client to use any proprietary material owned by a third party or any proprietary Pre-Existing Service Provider Product(s) (collectively, “Third-Party Materials”), the Service Provider shall:
   • List such Third-Party Materials in the applicable Statement of Work.
   • Request the Client’s advance written approval to utilize such Third-Party Materials, which may include materials with problematic licensing or that incur costs.
   • Upon the Client’s request and at the Client’s cost and expense, arrange for the Client to obtain such Third-Party Materials, including but not limited to a right and license to utilize the Third-Party Materials in connection with the Client’s use or sale of the Services or Purpose(s).
2. The Service Provider shall not commence work on any Services or Purpose(s) that requires the use of Third-Party Materials without:
   • Advance written approval by the Client, and
   • Notification that the Client has obtained the necessary right to utilize such Third-Party Materials in connection with the Services or Purpose(s).
3. To the extent the Service Provider intends to furnish Services or develop a Purpose(s) pursuant to a Statement of Work using material licensed under licenses approved by the Open Source Initiative or similar licenses (“Open Source Materials”), the following applies:
   • The Service Provider may utilize Open Source Materials without the need for Client approval or notification, provided they do not require that other software incorporated into, derived from, or distributed with such Open Source Materials be:
     • Disclosed or distributed in source code form, or
     • Redistributable at no charge.
4. The Service Provider may modify Open Source Materials and contribute such modifications back to the originating open-source project (“Contribution”) without obtaining any approval or notification from the Client.

Confidential Information

1. The Service Provider acknowledges that the Client operates in a highly competitive industry and invests significant resources to develop, maintain, and protect its Confidential Information and Trade Secrets. Unauthorized disclosure or use of this information could cause irreparable harm to the Client.
2. The Client's Confidential Information and Trade Secrets are and shall remain the sole and exclusive property of the Client.
3. Unless agreed upon in writing by the Client, the Service Provider and its Representatives shall not:
4. • Use the Client’s Confidential Information or Trade Secrets for any purpose other than the performance of Services.
   • Disclose the Confidential Information or Trade Secrets to any third party, except to those Representatives who need to know.
   • Ensure that any employees receiving such information understand its confidential nature and are bound by a non-disclosure agreement consistent with this Agreement.
   • Use at least a reasonable degree of care to protect Client’s Confidential Information, and shall not disclose any Trade Secrets without Client's express written approval.
5. Upon termination or expiration of this Agreement or at the Client’s request, the Service Provider shall:
   • Deliver all Client property, Confidential Information, and Trade Secrets in its possession.
   • Delete all intangible forms of Client’s property, Confidential Information, and Trade Secrets and provide written certification of deletion.
6. The Service Provider shall not disclose or use any Trade Secrets or Confidential Information of any previous client or third party during the consultancy. No efforts shall be made to reverse engineer or derive any Trade Secrets or Confidential Information from these sources.
7. The Service Provider acknowledges that unauthorized disclosure of Confidential Information or Trade Secrets could result in irreparable injury, entitling the Client to seek injunctive relief in addition to any other legal remedies available.

Client Policies and Security

1. The Service Provider shall comply with all work rules, personnel compliance policies, and security policies of the Client and those of the Client’s clients (as applicable), which are communicated to the Service Provider in advance of any SOW execution. If such rules or policies are communicated after the delivery and execution of a Sow, the Service Provider may immediately terminate the SoW without penalty.
2. The Service Provider agrees to adhere to the following security practices:
3. • The Service Provider shall employ commercially reasonable steps to protect the Purpose(s) and Services against malicious software. This includes using current versions of industry-recognized tools and practices to ensure that the Purpose(s) and/or Services delivered to the Client are free from viruses and vulnerabilities. The Service Provider shall utilize best practices for secure code development and ensure that development team members are trained in secure programming techniques.
   • The Service Provider shall maintain and enforce commercially reasonable information and physical security policies. This includes securing its location and equipment against vulnerabilities and unauthorized access. The Service Provider must notify the Client immediately of any actual security breaches that impact the Purpose(s) or Services and will use diligent efforts to remedy such breaches promptly. The Service Provider shall maintain adequate data security controls, including:
   • • Logical access controls (user sign-on identification and authentication)
     • Data access controls (password protection of applications and data)
     • Accountability tracking and logging access to the Client’s Confidential Information
     • Anti-virus software and secured printers
     • Restricted download capabilities and system backup provisions

Non-Solicitation

1. Neither Party shall, without prior written consent, directly or indirectly solicit for hire any employee or contractor of the other Party who provided Services related to a Purpose(s) under this Agreement. This restriction applies from the Effective Date and extends for three (3) years after the termination of the Agreement or applicable SOW.
2. • If a Party breaches this non-solicitation term, it agrees to cover the injured Party’s incurred costs related to:
   • • Recruitment expenses, including recruitment fees and any internal operative fees related to the individual’s hiring;
     • Investments in the individual, including training, mentoring, tools, bonuses, conferences, travel, and any expenses solely for personal development;
     • The anticipated and justified value expected by the injured Party in the remaining period of the cooldown.

Digital Contracts

1. The Parties agree to accept the following forms of digital contracts and signatures as legally binding and valid for document authentication:
2. • Any contracts or signatures compliant with the European Union eIDAS Regulation, ensuring mutual recognition of electronic signatures across member states.
   • Any contracts or signatures compliant with applicable Hungarian laws governing electronic contracts and signatures.
3. Clickwrap Agreements: These are agreements where a user must actively consent to the terms and conditions by clicking an "I agree", "I Accept", "I acknowledge", "I Affirm" or similar button before proceeding with a transaction or accessing services. Such agreements are considered valid and binding. In the context of the Client Portal operated by the Service Provider, any clickwrap agreement is treated as equivalent to traditional signatures or digital signatures when related to acknowledgments, affirmations, approvals, or purchases made in an "e-commerce-like" manner.
4. Browserwrap Agreements: These are agreements that do not require explicit user consent but instead notify users of the terms through a hyperlink, typically located in the website footer or near the transaction button. Users are deemed to have accepted the terms by using the website or service. In the context of the Client Portal, browserwrap agreements are binding but are restricted to the legitimate use of the portal, including adherence to its policies and guidelines.

Indemnity

1. Each Party assumes sole responsibility for any personal injury or property damage incurred by itself or its employees while performing Services under this Agreement. Neither Party shall have any obligation to provide insurance or other protections for the other Party or its employees.
2. Each Party agrees to defend, indemnify, and hold the other Party harmless from any claims, losses, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising from third-party claims related to:
3. • Any infringement, breach, or misappropriation of intellectual property rights, including but not limited to trademarks, service marks, patents, copyrights, trade secrets, or other proprietary rights, if such infringement, breach, or misappropriation arises from or is related to that Party's participation in Services or the Purpose(s).
   • Any actions or omissions of that Party or its employees in connection with the performance of Services under this Agreement.

Laws and Regulations

1. Both Parties shall comply with all applicable laws, regulations, and governmental rules (“Applicable Law”), including but not limited to those pertaining to the performance of services in Hungary.
2. Each Party is responsible for understanding and adhering to Applicable Law in connection with its obligations under this Agreement. Neither Party is authorized to act on behalf of the other or to bind the other Party in any way without prior written consent.

Notices

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• Any notices, payments, statements, or other documents required to be sent to either Party under this Agreement shall be delivered by hand, by mail (postage prepaid and with return receipt requested), by a recognized overnight courier service providing confirmation of delivery, or by electronic mail. Notices should be sent to the addresses specified in the preamble of this Agreement or to any other address designated in writing by either Party.
• Notices delivered by hand, mail, or overnight courier shall be deemed given on the date of delivery or on the date delivery is refused by the addressee.
• Notices delivered by electronic mail shall be deemed given when the receiving Party acknowledges receipt or responds to the notice.
• • Retry Mechanism: In recognition of the current global environment—characterized by conflicts, industrial espionage, and other destabilizing events that may disrupt communication infrastructure—the following retry protocol is established for electronic notifications:
• 1. • If no acknowledgment or response is received within three (3) business days, the sending Party shall attempt to notify the receiving Party again.
     • If the second attempt also yields no response, a third and final attempt shall be made. This final attempt will be deemed delivered if there is no acknowledgment or response within three (3) business days of the third attempt.
• • This Retry Mechanism protocol is instituted to mitigate the risk of miscommunication due to potential glitches and downtimes arising from external factors beyond either Party's control, ensuring that all reasonable efforts are made to maintain clear communication amidst the current global uncertainties. The Parties agree to repeal the Retry Mechanism clause of the Agreement if global stability is deemed by both Parties to be pre-2019 again.

Amendment; Waiver

1. This Agreement may be amended only by a written amendment signed by both Parties, which shall be dated and clearly reference this Agreement. A waiver by either Party of any right or provision under this Agreement shall be in writing and executed by the waiving Party and shall not operate or be construed as a waiver of such right or provision at any other time.

Governing Law; Venue; Jury Waiver

1. The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of Hungary without giving effect to conflict-of-law provisions. The Parties mutually acknowledge and agree that they shall not raise in connection therewith, and hereby waive, any defenses based upon venue, inconvenience of forum, or lack of personal jurisdiction in any action or suit brought in accordance with the foregoing. Prior to initiating litigation, the Parties agree to engage in mediation or arbitration to resolve any disputes arising from this Agreement.

Entire Agreement

1. This Agreement (including all Statements of Work and other exhibits and Attachments hereto) constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the Parties regarding such subject matter. No drafts, discussions, or negotiations leading to this Agreement shall be binding unless incorporated herein. Each Statement of Work shall be attached to this Agreement and incorporated by reference herein.

Severability

1. If any provision of this Agreement is determined by a court to be invalid, void, or unenforceable, the Parties agree that the remaining provisions shall not be affected thereby. The Parties shall promptly work together to replace the invalid provision with a lawful provision that most nearly embodies the original intention of the Parties. This Agreement shall in any event otherwise remain valid and enforceable.

Counterparts

1. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF), or other transmission methods, and any counterpart so delivered shall be deemed duly and validly delivered and effective for all purposes. Electronic signatures shall be treated as original signatures.