Arizona Legal Document Template

ARIZONA LEGAL DOCUMENT TEMPLATE

This Service Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , Entity Type: Individual Corporation LLC, Principal Place of Business: ; and Service Provider Name: , Entity Type: Individual Corporation LLC, Principal Place of Business: .

RECITALS

WHEREAS, Client desires to retain Provider to perform certain services described herein and Provider represents that it has the skill, capacity and professional personnel to perform such services; and

WHEREAS, Provider agrees to perform the services for the compensation and on the terms set forth in this Agreement in accordance with applicable laws of the State of Arizona; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services in this Agreement.

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

1. DEFINITIONS

1.1 "Services" means the services to be performed by Provider as described in Section 2 and any schedules attached hereto. 1.2 "Confidential Information" means all non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

Provider shall perform the Services described in the Scope of Work below in a professional and workmanlike manner in accordance with industry standards. The Services shall include, without limitation:

3. COMPENSATION; PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth below. Fees are exclusive of applicable taxes unless otherwise stated. Payment shall be made in U.S. dollars.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue until completion of the Services or earlier termination as provided herein. 4.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other party. 4.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

5. CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party Confidential Information of the other party, except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of Provider's preexisting intellectual property and tools. To the extent Provider creates work product specifically for Client in the performance of the Services and Client has paid all amounts due, Provider assigns to Client all right, title and interest in such custom-created work product, subject to Provider's retained rights in its preexisting materials and general know-how.

7. INDEMNIFICATION

Each party ("Indemnitor") shall indemnify, defend and hold harmless the other party ("Indemnitee") from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by Indemnitor's breach of this Agreement, willful misconduct, or negligent acts or omissions.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. INSURANCE

Provider shall maintain at its expense during the term of this Agreement insurance coverages customary for the Services performed, including commercial general liability and, where applicable, professional liability insurance. Upon request, Provider shall furnish certificates of insurance evidencing such coverage.

10. COMPLIANCE WITH LAW

Each party shall comply with all applicable federal, state and local laws, regulations and ordinances in the performance of its obligations under this Agreement, including laws of the State of Arizona where applicable.

11. NOTICES

All notices required or permitted under this Agreement shall be given in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or such other address as a party may specify in writing.

12. ASSIGNMENT

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflict of law principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located within the State of Arizona for resolution of any disputes arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter hereof. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by authorized representatives of both parties. No failure or delay by a party in exercising any right under this Agreement shall constitute a waiver of that right. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that (a) it has full power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The parties agree to cooperate and execute such further documents and instruments as may be necessary to carry out the intent of this Agreement.

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