Legal Business Contract

Legal Business Contract

This Legal Business Contract ("Agreement") is entered into as of by and between Client Name: with principal place of business at , and Contractor Name: with principal place of business at .

Recitals

WHEREAS, Client desires to retain Contractor to perform certain business services described herein and Contractor represents that it has the skill, expertise and personnel to perform such services under the terms of this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform the services and the manner of compensation, ownership of work product, confidentiality and related matters.

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

1. Definitions

1.1 "Agreement" means this Legal Business Contract and all schedules and exhibits attached hereto. "Effective Date" means the date set forth above. "Services" means the services and deliverables to be provided by Contractor as described in Section 2. "Confidential Information" means non-public information disclosed in any form that a reasonable party would understand to be confidential.

2. Services

2.1 Scope. Contractor shall perform the services and deliver the work product described below in a professional and workmanlike manner in accordance with industry standards.

2.2 Change Orders. Any material change to the scope, schedule, or price shall be made only by written change order signed by authorized representatives of both parties.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

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 such breach within days after receipt of written notice specifying the breach.

3.3 Effect of Termination. Upon termination, Contractor shall deliver to Client all work-in-progress and final deliverables for which Client has paid. Termination shall not relieve either party of obligations accrued prior to termination.

4. Compensation and Payment

4.1 Fees. Client shall pay Contractor the fees as set forth below. All fees are exclusive of taxes unless otherwise stated.

4.2 Late Payments. Unpaid invoices shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse Contractor for reasonable collection costs.

5. Confidentiality

5.1 Confidentiality Obligations. Each party shall hold Confidential Information of the other in strict confidence 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 at least as protective as those set forth herein.

5.2 Duration. The confidentiality obligations under this Section shall continue for years following termination or expiration of this Agreement.

6. Intellectual Property

6.1 Ownership of Deliverables. Unless otherwise agreed in writing, Contractor assigns to Client all right, title and interest in and to the deliverables and all intellectual property rights therein, subject to Client's full and timely payment of amounts due under this Agreement.

6.2 Pre-existing Materials. Contractor retains ownership of its pre-existing materials, methodologies, tools and know-how. To the extent that such pre-existing materials are contained within or embedded in deliverables, Contractor grants Client a perpetual, non-exclusive, royalty-free license to use such pre-existing materials solely as incorporated in the deliverables.

7. Warranties; Disclaimers

7.1 Contractor Warranty. Contractor represents and warrants that (a) it will perform the Services in a professional manner consistent with industry standards; and (b) to the best of its knowledge, the deliverables will not infringe any third party intellectual property rights.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the "Indemnified Party") from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of or relating to the Indemnifying Party's negligence, willful misconduct, breach of this Agreement, or infringement of third party intellectual property rights.

9. Limitation of Liability

9.1 Cap. Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, each party's aggregate liability arising under or relating to this Agreement shall not exceed .

9.2 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES.

10. Insurance

Contractor shall maintain, at its own expense, insurance coverage appropriate to the Services to be performed. At a minimum, Contractor shall maintain the following coverages where applicable:

General commercial liability insurance

Professional liability / errors & omissions insurance

Workers' compensation and employer's liability insurance as required by law

11. Notices

All notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses below or to such other address as either party may designate by notice.

12. Amendments

Any amendment or modification of this Agreement shall be effective only if made in writing and signed by authorized representatives of both parties.

13. Waiver

Failure or delay by either party to exercise any right or remedy shall not constitute a waiver of that right or remedy. A waiver is effective only if in writing and signed by the party granting the waiver.

14. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in such state for any dispute arising out of this Agreement.

15. Entire Agreement

This Agreement (including all schedules and exhibits) constitutes the entire agreement between the parties with respect to its subject matter 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, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

17. Counterparts; Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A signed copy delivered by electronic transmission shall be effective as an original.

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