Legal Agreement Sample

LEGAL AGREEMENT SAMPLE

This Legal Agreement Sample (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: located at Client Address: and Provider Name: located at Provider Address: .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services as set forth in this Agreement and Provider has the capacity and expertise to perform such services on the terms and conditions contained herein;

WHEREAS, the parties intend by this Agreement to define the scope, compensation, obligations, and remedies with respect to the services to be provided by Provider to Client;

WHEREAS, the parties desire a mutual allocation of risk and responsibility and a binding, enforceable agreement addressing confidentiality, indemnity, termination, and other customary contractual provisions.

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

1. DEFINITIONS

1.1 "Services" means the services and deliverables described in Section 2 and any Statements of Work executed pursuant to this Agreement. 1.2 "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

2. SCOPE OF SERVICES

Provider shall perform the Services described below and any additional tasks as the parties may agree in writing. The Services shall include, at minimum, the following:

3. TERM

This Agreement shall commence on the Effective Date and continue until Term End Date: unless earlier terminated in accordance with Section 10.

4. COMPENSATION

Client shall pay Provider the fees described in this Section. Unless otherwise agreed in writing, fees are due within Payment Terms (days): days of invoice.

Any late payment shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall reimburse Provider for reasonable expenses incurred in connection with the Services if pre-approved in writing.

5. CONFIDENTIALITY

Each party shall maintain the other's Confidential Information in strict confidence and shall not disclose such information except to those employees, agents or subcontractors who have a need to know and who are bound to confidentiality obligations no less restrictive than those in this Agreement. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to the recipient prior to disclosure by the disclosing party without obligation of confidentiality; or (c) is independently developed by the recipient without use of the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client shall own all right, title and interest in Deliverables created specifically for Client under this Agreement upon receipt of full payment. Provider shall retain ownership of its pre-existing materials, tools, methodologies and general know-how. Provider grants Client a nonexclusive, worldwide, royalty-free license to use Provider's pre-existing materials only to the extent embedded within the Deliverables.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION

Each party (the "Indemnifying Party") shall defend, indemnify and hold harmless the other party and its officers, directors and employees (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of a breach of the Indemnifying Party's representations, warranties or obligations, or from the Indemnifying Party's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS.

10. TERMINATION

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. In addition, Client may terminate for convenience upon providing Provider with written notice and payment for Services performed and expenses incurred through the effective date of termination.

11. INSURANCE

Provider shall maintain insurance coverage customary for the industry and appropriate to the Services, including commercial general liability and professional liability as applicable. Upon request, Provider shall furnish certificates of insurance evidencing such coverage.

12. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses below or such other address as a party may designate by notice.

13. AMENDMENTS; WAIVER

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

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT

This Agreement, together with any incorporated Statements of Work and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements and representations, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute provision that achieves the original intent as nearly as possible.

17. 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 delivered by electronic means shall be deemed original signatures for all purposes.

ADDITIONAL TERMS

Sign Now