Legal Agreements Template

Legal Agreements Template

This Agreement (the “Agreement”) is made and entered into as of by and between Party A Name: Entity Type: Individual Corporation LLC, with principal place of business at ; and Party B Name: Entity Type: Individual Corporation LLC, with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and/or deliverables as described herein; and

WHEREAS, Party B desires to engage Party A to provide the services set forth in this Agreement and Party A is willing to provide such services on the terms and conditions contained herein; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions governing their relationship, including confidentiality, ownership of work product, indemnities and remedies.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

Unless otherwise defined herein, capitalized terms shall have the meanings set forth below. “Confidential Information” means non-public business, technical and financial information disclosed by one party to the other that is identified as confidential at the time of disclosure, or that, by its nature or manner of disclosure, would reasonably be understood to be confidential. “Deliverables” means the tangible or intangible work product to be delivered by Party A pursuant to this Agreement.

2. SCOPE OF SERVICES

Party A shall perform the services and produce the Deliverables described in the scope below in accordance with the schedules and specifications set forth in this Agreement or as otherwise agreed in writing by the parties.

3. TERM

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with Section 11.

4. COMPENSATION AND PAYMENT

Party B shall pay Party A the fees specified below for the services and Deliverables. Fees shall be paid in U.S. dollars in accordance with the payment schedule set forth in this Section. Unless otherwise set forth, payments not received within thirty (30) days of invoice shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information of the other party and shall not disclose such information except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, or is independently developed without use of the disclosing party’s Confidential Information. The obligations under this Section shall survive termination of this Agreement for a period of years.

6. INTELLECTUAL PROPERTY

Except as expressly set forth herein, each party retains all right, title and interest in and to its pre-existing intellectual property. All Deliverables created by Party A specifically for Party B in the performance of this Agreement shall be considered work made for hire and, to the extent not automatically a work made for hire, Party A hereby assigns to Party B all right, title and interest in such Deliverables upon full payment of fees due. Notwithstanding the foregoing, Party A shall retain the right to use general skills, know-how and non-confidential methodologies developed during the performance of the Agreement.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Party A represents that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION

Each party (the “Indemnitor”) shall indemnify, defend and hold harmless the other party (the “Indemnitee”) from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) arising out of third party claims to the extent caused by the Indemnitor’s negligence, willful misconduct or material breach of this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

During the term of this Agreement, each party shall maintain insurance coverage appropriate to its business and sufficient to cover its liabilities under this Agreement. Upon reasonable request, a party shall provide the other with evidence of such insurance.

11. TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Either party may also terminate this Agreement without cause by providing days’ prior written notice to the other party. Termination shall not relieve either party of payment obligations for services performed prior to termination or of obligations that by their nature survive termination.

12. NOTICES

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

13. AMENDMENT; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any right or remedy under this Agreement shall be effective unless in writing signed by the waiving party, and no single or partial exercise of any remedy shall preclude any other or further exercise of that or any other remedy.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules hereto, 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 written or oral.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

17. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures provided by electronic means shall be binding and deemed original signatures for all purposes.

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