Legal Business Terms Agreement

LEGAL BUSINESS TERMS AGREEMENT

This Legal Business Terms Agreement ("Agreement") is made and entered into as of by and between: Client Name: , Entity Type: Corporation LLC Partnership Sole Proprietorship, Address: (hereinafter "Client"), and Service Provider Name: , Entity Type: Corporation LLC Partnership Sole Proprietorship, Address: (hereinafter "Provider"). Client and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider has expertise in the services described below and is willing to provide such services to Client on the terms and conditions set forth in this Agreement;

WHEREAS, Client desires to engage Provider to perform the services and produce the deliverables described in this Agreement, and Provider agrees to provide such services in accordance with this Agreement; and

WHEREAS, the Parties desire to set forth the terms governing their relationship, compensation, intellectual property, confidentiality, and dispute resolution.

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

1. DEFINITIONS

1.1 "Services" means the professional services to be performed by Provider as described in Section 2 and in the Scope of Services. "Deliverables" means the tangible or digital work product delivered to Client as specified in the Scope of Services. "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 the nature of the information and the circumstances of disclosure.

2. SERVICES; DELIVERABLES

Provider shall perform the Services in a timely, professional manner consistent with industry standards and shall deliver the Deliverables specified above. Provider will assign qualified personnel and coordinate with Client as reasonably requested to accomplish the Services.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement will commence on the Effective Date and continue for months, unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon providing days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within 30 days after receipt of written notice specifying the breach.

4. COMPENSATION; PAYMENT

Client shall pay Provider as follows: Compensation Amount: $ , Payment Terms:

Provider shall invoice Client in accordance with the Payment Terms. Late payments shall accrue interest at the rate of , or the maximum rate permitted by law, whichever is less.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party shall (a) maintain the other Party's Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) limit disclosure to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

5.2 Exclusions. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving Party, is independently developed without use of the disclosing Party's Confidential Information, or is rightfully obtained from a third party without restriction.

5.3 Duration. The confidentiality obligations of the Parties shall survive termination of this Agreement for years.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided, each Party retains all right, title and interest in and to its pre-existing intellectual property. Subject to Client's payment in full, Provider hereby grants Client a nonexclusive, nontransferable license to use the Deliverables for Client's internal business purposes, unless otherwise agreed in writing.

6.2 Work Product. Unless otherwise agreed in writing, all original Deliverables prepared by Provider specifically for Client under this Agreement shall be the exclusive property of Client upon full payment; provided, however, that Provider may retain copies for archival and professional portfolio purposes absent disclosure of Client's Confidential Information.

7. REPRESENTATIONS; WARRANTIES; DISCLAIMER

7.1 Mutual Representations. Each Party represents that it has the authority to enter into this Agreement and perform its obligations. Provider represents that the Services shall be provided in a professional and workmanlike manner consistent with industry standards.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. INDEMNIFICATION

Each Party shall defend, indemnify and hold harmless the other Party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's breach of this Agreement, negligence, or willful misconduct.

10. ASSIGNMENT

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided that the assignee assumes all obligations of the assignor under this Agreement.

11. FORCE MAJEURE

Neither Party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or failure of suppliers. Affected performance shall be excused for the duration of the force majeure event and the Parties shall use commercially reasonable efforts to mitigate the effect.

12. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and will be deemed to have been given when delivered by hand (with written confirmation of receipt), by nationally recognized overnight courier (receipt requested), or by certified mail, postage prepaid, return receipt requested. Notices must be sent to the addresses below or to such other address as a Party may designate by notice to the other Party.

13. GOVERNING LAW

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.

14. ENTIRE AGREEMENT

This Agreement, including all exhibits and documents 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.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, 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 achieves, to the extent possible, the original economic, legal and commercial objectives.

16. AMENDMENT; WAIVER

No amendment to or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any right under this Agreement shall not constitute a waiver of that right or any other right.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission or electronic signature technology shall be binding and have the same force and effect as original signatures.

18. DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If unresolved within 30 days, the Parties agree to submit the dispute to binding arbitration administered by a mutually agreed neutral arbitrator in the county where the governing law state is located, with judgment on the award entered in any court of competent jurisdiction. Each Party shall bear its own costs and attorneys' fees, unless the arbitrator awards otherwise.

MISCELLANEOUS

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. Any provision that by its nature survives termination shall survive termination or expiration of this Agreement.

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