Legal Agreement Packet

Legal Agreement Packet

This Legal Agreement Packet (the "Agreement") is made and entered into as of Effective Date: by and between Party A: with principal place of business at and Party B: with principal place of business at . Each of the foregoing is individually a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Party A possesses certain expertise, personnel, materials, and resources necessary to perform the services described in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform such services under the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such work and to memorialize ancillary administrative terms in a single consolidated packet.

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 work and deliverables to be provided by Party A as described in Section 2 and in the statement of work appended or incorporated in this Agreement. 1.2 "Confidential Information" means information disclosed by a Party that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. 1.3 Terms defined elsewhere in this Agreement have the meanings ascribed to them in the clause in which they appear.

2. SCOPE OF SERVICES

2.1 Services. Party A shall perform the services described in the statement of work below and any written amendments executed by the Parties. The Parties agree the initial statement of work is as follows:

3. TERM; TERMINATION

3.1 Term. The term of this Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after written notice specifying the breach.

3.3 Effect of Termination. Upon termination, Party A shall cease performance and deliver to Party B all completed work and such work in progress as reasonably requested. Termination shall not relieve either Party of accrued payment obligations or liability for breaches occurring prior to termination.

4. COMPENSATION; PAYMENT

4.1 Fees. In consideration of the Services, Party B shall pay Party A the fees set forth below and in any attached invoice schedule.

4.2 Invoices; Payment Timing. Party A shall submit invoices in accordance with the payment terms. Unless otherwise agreed, payment is due within days of invoice receipt.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each Party shall keep Confidential Information of the other Party confidential and shall not disclose it except to those employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

5.2 Exclusions. Confidential Information does not include information that is (a) publicly known through no fault of the receiving Party; (b) rightfully received from a third party without restriction; or (c) independently developed by the receiving Party without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Preexisting Materials. Each Party retains ownership of its preexisting materials and intellectual property. Nothing in this Agreement transfers ownership of preexisting IP.

6.2 Work Product. Unless otherwise agreed in writing below, all work product specifically created by Party A for Party B under this Agreement shall be considered work made for hire and, to the extent ownership does not vest by operation of law, Party A hereby assigns to Party B all right, title, and interest in such work product.

Assign work product to Party B
Grant Party B a perpetual, non-exclusive license to use deliverables

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has the full corporate or legal power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Party A Warranties. Party A warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards for similar services.

8. INDEMNIFICATION

8.1 Indemnification by Party A. Party A shall indemnify, defend, and hold harmless Party B and its officers, directors, and employees from and against any third-party claims arising out of Party A's gross negligence, willful misconduct, or breach of its representations and warranties herein.

8.2 Indemnification by Party B. Party B shall indemnify, defend, and hold harmless Party A from liabilities arising from Party B's use of deliverables in a manner inconsistent with this Agreement or applicable law.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, and aggregate liability under this Agreement shall not exceed the greater of (a) the total fees paid by Party B to Party A under this Agreement in the twelve (12) months preceding the claim or (b) $.

10. INSURANCE

During the Term, Party A shall maintain insurance customary for the Services to be performed, including commercial general liability and professional liability coverage with minimum limits of $, and shall provide evidence of such coverage upon reasonable request.

11. NOTICES

All notices, requests, demands, and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by notice in accordance with this Section.

12. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any rights or obligations hereunder 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 or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

13. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties agree that the state and federal courts located in the selected jurisdiction will have exclusive venue for any dispute arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, including any exhibits and statements of work incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect.

15. AMENDMENTS; WAIVER; COUNTERPARTS

15.1 Amendments. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

15.2 Waiver. The failure of either Party to enforce any right under this Agreement shall not be construed as a waiver of such right or any other right.

15.3 Counterparts. 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 facsimile, electronic image, or other electronic means shall be binding.

16. AUTHORITY TO EXECUTE

Each individual executing this Agreement on behalf of a Party represents and warrants that he or she is duly authorized to bind that Party to the terms and conditions of this Agreement.

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