Legal Client Document Template

LEGAL CLIENT DOCUMENT TEMPLATE

This Client Services Agreement (the Agreement) is made and entered into as of Effective Date: by and between Service Provider: (Provider), and Client Name: (Client). Provider and Client may be individually referred to as a Party and collectively as the Parties.

RECITALS

WHEREAS, Provider is engaged in the business of providing the professional services described below and possesses the requisite expertise, personnel and resources to perform such services; and

WHEREAS, Client desires to retain Provider to perform certain services for Client, and Provider desires to perform such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to set forth their respective rights, obligations and remedies governing the provision of services, ownership of deliverables, compensation, confidentiality and other matters.

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 for Client as described in Section 2. "Deliverables" means the tangible or intangible results produced by Provider in the performance of the Services.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described below in a professional and workmanlike manner consistent with industry standards. Description of Services:

2.2 Provider shall commence Services on or about Start Date: and shall use commercially reasonable efforts to meet any schedule agreed in writing by the Parties.

3. CLIENT RESPONSIBILITIES

3.1 Client shall provide timely access to information, personnel, facilities and other resources reasonably required by Provider to perform the Services. Failure to provide such cooperation shall excuse Provider from performance to the extent affected.

4. FEES AND PAYMENT

4.1 Client shall pay Provider the fees and expenses set forth below. Fee structure (describe hourly, fixed, milestone or retainer):

4.2 Payment Terms: Invoices shall be due within days of invoice date. Late payments shall bear interest at or the maximum permitted by law, whichever is lower.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a Party 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.

5.2 Obligations. Each Party shall (a) protect Confidential Information of the other Party with the same degree of care it uses to protect its own similar information, and in no event less than reasonable care; (b) not use Confidential Information except as necessary to perform under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors and advisors who need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement.

5.3 Exceptions. Confidential Information does not include information that is (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed without reference to the other's Confidential Information; or (d) required to be disclosed by law, provided the disclosing Party gives prompt notice and limits disclosure to the extent permitted.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Preexisting Materials. Each Party retains all right, title and interest in and to its preexisting intellectual property. Provider shall identify any preexisting materials to be used in the performance of Services and grant Client a non-exclusive license to use such preexisting materials only to the extent incorporated into the Deliverables.

6.2 Ownership of Deliverables. Unless otherwise agreed in writing, upon full payment of all amounts due, Provider assigns to Client all right, title and interest in and to the Deliverables that are specifically developed for Client hereunder, subject to Provider's rights in preexisting materials and Provider's retained know-how. If assignment is not appropriate, the Parties shall grant the Client a perpetual, royalty-free, worldwide license to use the Deliverables for Client's internal business purposes.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

7.1 Provider represents that it will perform Services in a professional and workmanlike manner consistent with generally accepted industry standards. Client represents that it has the right to engage Provider and to provide the materials and information necessary for Provider's performance.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against third-party claims arising from Client's breach of this Agreement, its negligence, or its use of the Deliverables in combination with materials not provided or approved by Provider.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated as provided herein.

10.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. In the event of termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination.

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

11. 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 a Party may designate by notice pursuant to this Section.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendment. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

12.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude further exercise of that right.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically shall be effective as originals.

13. GOVERNING LAW; DISPUTE RESOLUTION

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

13.2 Dispute Resolution. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If the dispute is not resolved through negotiation within thirty (30) days, the Parties agree to submit the dispute to binding arbitration in the county where the Provider has its principal place of business, conducted by a single arbitrator in accordance with commercially reasonable arbitration procedures.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, together with any exhibits or statements of work executed by the Parties, constitutes the complete and exclusive statement of the agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

14.2 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 remain in full force and effect, and the Parties shall replace the invalid provision with a valid provision that most closely approximates the Parties' intent.

MISCELLANEOUS

15.1 Relationship of Parties. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party has authority to bind the other except as expressly set forth in this Agreement.

15.2 Taxes. Each Party shall be responsible for its own taxes arising out of performance under this Agreement. Provider shall invoice applicable taxes to Client where required by law.

ACKNOWLEDGMENT

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the Party for which they sign.

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