Adhesion Contract Template

ADHESION CONTRACT

This Adhesion Contract (the "Agreement") is entered into as of Effective Date: by and between Company Name: , Entity Type: Corporation LLC Other, with principal place of business at ("Company"), and Counterparty Name: , Entity Type: Individual Business, residing or located at ("Counterparty").

RECITALS

WHEREAS, Company develops and supplies the products and/or services described in this Agreement and has established standard form terms and conditions for provision of those products and/or services; and

WHEREAS, Counterparty desires to obtain the products and/or services from Company on the standard terms offered by Company and acknowledges that this Agreement is offered on a non-negotiable basis; and

WHEREAS, the parties intend that this Agreement sets forth the entire agreement between them with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: (a) "Services" means the goods and/or services to be provided by Company as described in Section 2; (b) "Fees" means the amounts payable by Counterparty to Company under Section 3; and (c) "Confidential Information" means non-public information disclosed by a party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SERVICES

Company shall perform the Services in a professional and workmanlike manner consistent with industry standards. Company may, at its sole discretion, subcontract any portion of the Services provided that Company remains responsible for performance of the Services.

3. FEES; PAYMENT

All Fees are due when invoiced and payable in U.S. dollars unless otherwise agreed in writing. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Counterparty shall be responsible for all collection costs, including reasonable attorneys' fees.

4. ADHESION ACKNOWLEDGMENT; NON-NEGOTIABILITY

Counterparty acknowledges that this Agreement is a standard-form contract presented by Company on a take-it-or-leave-it basis and that Counterparty had the opportunity to review the terms prior to acceptance. Counterparty further acknowledges that no material terms were negotiated with Company and that Counterparty's assent to this Agreement is a condition to receiving the Services.

If any court determines a particular provision of this Agreement was unconscionable at the time it was made, the parties agree that the court may revise the provision to the minimum extent necessary to make it enforceable and enforce the provision as revised.

5. TERM; TERMINATION

This Agreement commences on the Effective Date and continues until the Services are completed or until earlier terminated as provided herein. Either party may terminate for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, OR LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF COMPANY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY COUNTERPARTY TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. INDEMNIFICATION

Counterparty shall defend, indemnify, and hold harmless Company and its officers, directors, employees and agents from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Counterparty's breach of this Agreement, negligence, willful misconduct or violation of applicable law.

8. WARRANTIES; DISCLAIMER

Company warrants that it will perform the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. CONFIDENTIALITY

Each party shall use Confidential Information of the other party only to perform its obligations under this Agreement and shall not disclose such Confidential Information to any third party except to employees, agents or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. The foregoing shall not apply to information that is or becomes public through no fault of the receiving party.

10. DISPUTE RESOLUTION

The parties shall first attempt to resolve disputes through good faith negotiations. If unresolved, disputes shall be resolved by binding arbitration before a single arbitrator under the commercial arbitration rules selected by the arbitrator. The seat of arbitration shall be in the state of and judgment on the award may be entered in any court of competent jurisdiction.

11. ASSIGNMENT; NO THIRD-PARTY BENEFICIARIES

Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign this Agreement in connection with a merger or sale of substantially all of its assets. This Agreement is for the sole benefit of the parties and their permitted successors and assigns and is not intended to confer any rights on any third party.

12. NOTICES

All notices required or permitted under this Agreement must be in writing and sent to the addresses below by certified mail, return receipt requested, nationally recognized courier, or email with confirmation of receipt.

13. AMENDMENTS; WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right shall not constitute a waiver of that right.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

15. ENTIRE AGREEMENT

This Agreement, including any exhibits and documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written.

16. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties agree that any invalid or unenforceable provision shall be reformed by the court to the minimum extent necessary to make it valid and enforceable.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

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