C4L Legal Agreement

C4L Legal Agreement

This C4L Legal Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A Name: , Entity Type: Individual Corporation LLC , Address: ; and Party B Name: , Entity Type: Individual Corporation LLC , Address: .

RECITALS

WHEREAS, Party A possesses certain capabilities, experience and resources related to the services described herein; and

WHEREAS, Party B desires to retain Party A to perform such services, and Party A desires to perform those services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights, duties and obligations with respect to the performance, compensation and ownership of results of the services to be provided.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the tasks, deliverables and activities described in Section 2 and any statement of work executed by the parties. 1.2 "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or which, by its nature, a reasonable person would consider confidential. 1.3 "Work Product" means all tangible and intangible results, deliverables, inventions and materials created, developed or delivered by Party A in connection with the Services.

2. SCOPE OF SERVICES

Party A shall perform the Services described in the scope below in a professional and workmanlike manner consistent with industry standards. Party A shall provide personnel, materials and equipment necessary to perform the Services unless otherwise agreed in writing.

3. TERM

This Agreement shall commence on Commencement Date: and shall continue in effect until Completion Date: unless earlier terminated in accordance with Section 10.

4. COMPENSATION

4.1 Fees. In consideration for the Services, Party B shall pay Party A fees in accordance with the schedule set forth below or in a statement of work. The initial fee or rate is:

4.2 Payment Terms. Unless otherwise agreed in writing, invoices are due within 30 days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. CONFIDENTIALITY

5.1 Obligation. Each party shall hold the other party's Confidential Information in strict confidence and shall not disclose it except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

5.2 Exclusions. Confidential Information does not include information that is (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the other party's Confidential Information.

5.3 Remedies; Survival. The parties acknowledge that breach may cause irreparable harm for which monetary damages would be inadequate. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall survive as long as permitted by applicable law.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-Existing Materials. Each party retains all right, title and interest in materials it owned prior to this Agreement.

6.2 Work Product. Unless otherwise agreed in writing, Party A hereby assigns to Party B all right, title and interest in and to Work Product created specifically for Party B under this Agreement, subject to Party A's retained rights in its pre-existing materials and general know-how. To the extent assignment is ineffective, Party A grants Party B an exclusive, perpetual, transferable, royalty-free license to use such Work Product.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents that it has the authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Party A Warranty. Party A warrants that the Services will be performed in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PARTY A MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION

Each party ("Indemnitor") shall indemnify, defend and hold harmless the other party ("Indemnitee") from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Indemnitor's negligence, willful misconduct, or material breach of its representations, warranties or obligations under this Agreement. The Indemnitee shall provide prompt written notice of any claim and shall cooperate in the defense.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERMINATION

10.1 For Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach.

10.2 For Convenience. Either party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other party, subject to payment for Services properly performed through the date of termination.

10.3 Effect of Termination. Upon termination, Party A shall deliver all Work Product completed through the effective date of termination and Party B shall pay all outstanding fees for Services rendered to such date.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or overnight courier, or by electronic mail with confirmation of receipt.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement will be effective unless made in a written agreement signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall constitute a waiver of that right.

13. 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.

14. ENTIRE AGREEMENT

This Agreement, including any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral, relating to the subject matter hereof.

15. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives of the invalid provision.

16. COUNTERPARTS; EXECUTION

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

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. Each party shall comply with applicable laws in performing its obligations under this Agreement. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets.

Sign Now