QiQ Research, Inc. Service Agreement (Data Searches)
- THE PARTIES: Agency and Client are hereinafter referred to as the “Parties”.
Agency:QiQ Research, Inc.
- SERVICE(S): The purpose of this Agreement is for the Client to retain the Agency to perform the following service(s):
Upon completion of the service(s) for which the Agency is being retained, the Agency will provide the Client with its investigative findings, which may include one or more of the following: copies of written reports, documents, electronically recorded statements, and video and/or photographic materials. The aforementioned is subject to the terms and conditions set forth in this Agreement. Further, it is agreed that all original material produced in the course of this investigation will remain the sole property of the Agency.
- DUE DILIGENCE & CONFIDENTIALITY: The Agency agrees to perform the service(s) with due diligence and agrees that whatever confidential information is obtained while performing the service(s) will only be released to the Client; except when the Agency has a reasonable belief that the release of certain information to the Client will result in physical harm to any person. The Agency will not release confidential information to any third party without the express written consent of the Client. In situations where the release of information is being compelled by force of law (subpoena or other court order), the Agency will make all reasonable attempts to notify the Client prior to releasing anything; and allow the Client’s legal counsel a reasonable amount of time to intervene on the Client’s behalf.
- COOPERATION: At all times, Client has an affirmative duty to fully and completely cooperate with the Agency. The cooperation of the Client shall include, but not be limited to full and truthful disclosure of all material and relevant information to the Agency. This shall be deemed to include a duty on the Client’s part to be truthful with Agency when informing Agency of his/her reasons for engaging the Agency’s services. In the event that Agency can show by preponderance of the evidence that Client knowingly withheld or failed to disclose material or relevant information, or in any other manner has failed to cooperate or be truthful with Agency, all duties owed to Client under this Agreement shall immediately cease and payment for all services rendered shall become payable in full.
- DEPOSIT AND RETAINER: The Client agrees to pay a deposit or a retainer for the services of the Agency. The sum of deposit or retainer is specified by the Agency. The Agency, in its sole discretion, may begin services under this Agreement without receiving the Client’s retainer; however, Client is aware that the Agency will generally not perform any services until a verified deposit or retainer has been received.
- FEES: There are three types of fee in the services of the Agency: Basic fee (Retainer/No hit fee), and Contingency fee (Hit fee) and cost and expenses. Basic fee incurs regardless of success or fail of the end result, while contingency fee will only be charged at the success of the end result. Cost and expenses may include, but are not limited to, the following: fuel cost, parking fees, tolls, train fare, 35mm film, photographs, video tapes, CDs, DVDs, audio cassettes, film developing, lodging, rental vehicles, and copies of records. However, cost and expenses will not incur in most of the data search services, except cost and expenses stipulation is specifically applied at the quote. Contingency fee will be balanced from the deposit. In the event that the deposit does not cover the contingency fee, the Client will be billed the balance.
- Payment terms and conditions: The balance must be paid in full upon completion of the service(s) for which the Agency is being retained. All monies not paid within two (2) business days from the date an invoice is issued, will accrue interest at the rate of 14% per annum. The Client further agrees to pay all reasonable and necessary costs, including attorney’s fees, incurred by the Agency in the course of collecting or attempting to collect any past due balances.
- CANCELLATION AND REFUND POLICY:Since this agreement mainly pertains to the data search services of the Agency NO cancellation is allowed after authorization by the Client. Any service canceled after authorization is subject to incur a 80% cancellation fee from the total investigation fee including contingency fee. If at the time the Agency waives contingency fee, the Agency will refund the unused balance of the Client’s deposit. And the balance will be refunded to the Client within seven (7) business days.
- DISCLAIMER: Agency disclaims all warranties and guarantees, expressed or implied. Specifically, Agency makes no guarantee or warranty that the end-result of the service(s) for which Agency is being retained will be that which the Client expects or desires. Further, Agency disclaims all warranties and guarantees, expressed or implied, regarding the outcome of any civil or criminal litigation involving any part of the service(s) for which the Agency is being retained. The sole duty of the Agency shall be to act in good faith and with due diligence in performing the service(s) for which the Agency has been retained.
- ILLEGAL OR UNETHICAL ACTS: By retaining the Agency’s services, the client agrees that:
- The Client will not intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law.
- The Client will not “stalk” or otherwise harass another.
- The Client will not promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual.
- The Client intends to use any and all information provided to the Client by the Agency and its employees ONLY for a use that will clearly cause no emotional or physical harm to anyone.
In the event that the Client requests or demands that the Agency perform an illegal or unethical act, the Agency shall reserve the right to withdraw from this Agreement and return the unused balance of the Client’s deposit. If at the time the Agency invokes this clause, the Client’s account balance has exceeded the deposit and/or the retainer, the unpaid balance will become due in full and subject to the payment terms and conditions outlined in this Agreement.
- RELEASE: All reports and documents furnished to the Client by the Agency are for the information of the Client only. The Client, along with his/her successors, heirs, and beneficiaries, agrees to hold the Agency, and its owner(s), employees, agents, contractors, and subcontractors along with its beneficiaries, successors, and heirs, harmless from any and all damages, losses, costs, and expenses, including attorney’s fees, suffered or incurred in connection with or arising out of claims which are occasioned by any disclosure of any part of said reports or documents.
- INDEMNIFICATION: Client further agrees to defend, indemnify, and hold the Agency and its owner(s), agents, employees, contractors, and subcontractors, along with its successors, heirs, and beneficiaries, harmless from any and all actions, courses of action, claims, damages, and demands of whatever type arising directly or indirectly from the service(s) performed by the Agency pursuant to this Agreement.
- PERFORMANCE: In any action with respect to this Agreement, the Parties are free to pursue any legal remedies at law or in equity, and the prevailing Party in litigation shall be entitled to collect reasonable attorney’s fees and costs from the non-prevailing Party, as ordered by a court of competent jurisdiction.
- CHOICE OF LAW/GOOD FAITH: All terms and provisions of this Agreement shall be governed by the laws of Japan and are subject to the covenant of good faith and fair dealing implied in all Japanese contracts. The Parties agree that all actions brought to enforce the provisions of this Agreement shall be filed and heard in the Tokyo District Court of Japan.
- FACSIMILE AND SCANNED DOCUMENT: Facsimile signatures and electronically scanned signatures shall be sufficient for purposes of executing, negotiating, and finalizing this Agreement.
- BUSINESS DAYS: Business Days are defined as Monday through Friday, excluding Japanese national holidays.
- DESCRIPTIVE HEADINGS: The descriptive headings used herein are for convenience of reference only and they are not intended to have any affect whatsoever in determining the Parties’ rights and/or obligations under this Agreement.
18. CONSTRUCTION: The pronouns used herein shall include, where appropriate, either gender or both, singular and plural.
- SEVERABILITY: If any term or other provision of this Agreement is determined by a court of competent jurisdiction, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transaction contemplated hereby is fulfilled to the fullest extent possible.
- ENTIRE AGREEMENT, MODIFICATION, AND SURVIVAL: This Agreement constitutes the entire agreement between the Parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this Agreement. No subsequent modification of any of the terms of this Agreement shall be valid, binding upon the Parties, or enforceable unless made in writing and signed by the Parties. Any obligation in this Agreement that, by its terms, is intended to be performed after termination shall survive the same.
THE SIGNATURES BELOW INDICATE THE PARTIES’ ACCEPTANCE OF THE TERMS AND CONDITIONS OUTLINED IN THIS AGREEMENT. AFTER THIS AGREEMENT IS SIGNED BY THE PARTIES IT SHALL BECOME A MUTUALLY BINDING CONTRACT.
- Name of Agency:
- QiQ Research, Inc.
- 2-6-20-504 Kitashinjuku, Shinjuku, Tokyo, 1690074, Japan
- Phone #:
- Goro Koyama
- PI Registration No./: