Legal CNPLaw Document

Legal CNPLaw Document

This Legal CNPLaw Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: , with principal address Client Address: (hereinafter "Client"), and Provider Name: , with principal address Provider Address: (hereinafter "Provider").

RECITALS

WHEREAS, Client desires to retain Provider to perform legal, consulting, advisory, and related professional services described in this Agreement and in the attached Scope of Services; and

WHEREAS, Provider represents that it has the experience, expertise, personnel and resources necessary to perform the services in a professional manner and in accordance with applicable law; and

WHEREAS, the parties wish to set forth the terms and conditions of their contractual relationship to prevent misapprehension and to preserve confidential information and intellectual property as set forth below.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Confidential Information" means any non‑public information disclosed by one party to the other, whether oral, written, electronic or in any other form, including but not limited to business plans, financial data, trade secrets, customer lists, pricing, strategic information, technical data, and the existence and terms of this Agreement; provided, Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was already lawfully in the receiving party's possession prior to disclosure; or (c) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.

"Work Product" means any deliverable, document, report, opinion, memorandum, software, or other tangible or intangible result created, conceived, developed or delivered by Provider pursuant to this Agreement.

2. ENGAGEMENT; SCOPE OF SERVICES

Client hereby engages Provider, and Provider accepts such engagement, to perform the services set forth in the Scope of Services. The Scope of Services shall be described as follows:

Provider shall perform the services in a timely and professional manner consistent with industry standards and applicable rules of professional conduct. Provider may engage subcontractors provided that Provider remains responsible for their actions and compliance with this Agreement.

3. TERM

The term of this Agreement shall commence on the Effective Date and shall continue for Term (months): unless earlier terminated in accordance with Section 11.

4. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of the other party's Confidential Information and shall not use or disclose such Confidential Information except as expressly permitted by this Agreement or with the disclosing party's prior written consent. Receiving party shall use no less than reasonable care to protect Confidential Information, but in no event less than a reasonable standard of care.

Receiving party may disclose Confidential Information to its employees, contractors or advisors on a need‑to‑know basis provided they are bound by confidentiality obligations no less protective than those in this Agreement. Receiving party may disclose Confidential Information as required by law or court order provided that, to the extent lawful, it gives prompt notice to disclosing party and cooperates in any effort to obtain confidential treatment or a protective order.

Upon termination of this Agreement or upon written request, receiving party shall promptly return or destroy Confidential Information and certify destruction if requested.

5. COMPENSATION; EXPENSES

Client shall pay Provider Fees and Rates as follows:

Provider shall submit invoices monthly unless otherwise agreed. Invoices are due and payable within Payment Terms (days): days of receipt. Overdue amounts shall bear interest at Interest Rate (annual %): % per month or the maximum permitted by law, whichever is lower.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants Client a nonexclusive, nontransferable, perpetual license to any Work Product delivered under this Agreement solely for Client's internal business purposes. Provider retains all right, title and interest in and to any Provider pre‑existing materials, tools, methodologies and know‑how used in providing the services.

Client shall not copy, reproduce, modify or distribute Work Product other than as necessary for Client's internal use without Provider's prior written consent. If the parties intend assignment of intellectual property rights, such assignment must be set forth in a separate written instrument signed by both parties.

7. REPRESENTATIONS; WARRANTIES

Provider represents that it will perform the services in a professional and workmanlike manner consistent with industry standards. Client represents that it has the right to provide information necessary for Provider to perform the services and that use of such information by Provider as contemplated will not violate third‑party rights.

EXCEPT AS EXPRESSLY PROVIDED 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 and employees (the "Indemnified Party") from and against any third‑party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the Indemnifying Party's negligent acts or willful misconduct in connection with performance under this Agreement, provided the Indemnified Party gives prompt written notice of any claim and cooperates in the defense.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 4 (CONFIDENTIALITY), GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within Cure Period (days): days after written notice. Either party may also terminate for convenience upon Notice Period (days): days' prior written notice. Upon termination Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, by nationally recognized courier, by certified mail (return receipt requested), or by electronic mail with confirmation of receipt, to the addresses below or to such other address as either party may designate by notice to the other in accordance with this Section.

12. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

13. COUNTERPARTS

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

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in the elected jurisdiction for disputes arising under or relating to this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any attached schedules or exhibits and any statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, the remaining provisions shall remain 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' intent.

16. MISCELLANEOUS

If either party seeks equitable relief for an actual or threatened breach of Section 4 (Confidentiality), the non-breaching party shall be entitled to injunctive relief, specific performance, or other equitable remedies in addition to any available legal remedies. The parties agree to bear their own attorneys' fees except as otherwise provided in this Agreement.

The headings in this Agreement are for convenience of reference only and shall not affect interpretation.

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