2. The Parties

The parties to this Agreement include the Service Provider
(referred to as Spruces, we, our, or us) and the Service
Recipient (referred to as the client, you or yours).

3. Services

We agree to provide the Services, from the Start Date,
specified in the Agreement Details.

4. . Individual service providers

We will ensure the Services are provided by the Service
Providers specified in the Agreement Details. However, we
may vary or substitute the Individual Service Providers if it is
reasonable and will not adversely affect the Services

5. Service hours

We will provide the Services during the Service Hours specified in the Agreement Details. However, we may vary the Service Hours if it is reasonable and will not adversely affect the Services.

6. Service location

We will provide the Services at the Service Location specified in the Agreement Details and any other locations we reasonably request.

7. Service fees and expenses

You will pay your Service Fees, in accordance with the Payment Terms, specified in the Agreement Details. You agree to also pay for any expenses that were reasonably incurred in connection with providing the Services. We will seek your prior consent before incurring the expenses and provide receipts or other documents to evidence the amounts.

8. Intellectual property

In relation to any intellectual property that we discover, create or develop in the course of providing the Services:

• we assign all present and future rights in it to you and it will be your property on creation; and
• If requested, we will sign any documents that we reasonably require to evidence your rights in it.