Legal Contract 2025

LEGAL CONTRACT 2025

This Legal Contract 2025 (the "Agreement") is made and entered into as of Effective Date: , by and between Party A Name: , Entity Type: , with principal place of business at ; and Party B Name: , Entity Type: , with principal place of business at .

RECITALS

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

WHEREAS, Party B desires to retain Party A to perform such services under the terms and conditions set forth in this Agreement and Party A is willing to provide such services in accordance with the terms herein.

WHEREAS, the parties intend by this Agreement to set forth the mutual rights and obligations of the parties with respect to the services and related matters described herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the services and deliverables to be provided by Party A as described in Section 2 and in any Statement of Work executed under this Agreement. 1.2 "Confidential Information" means all 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.

2. SERVICES

2.1 Scope. Party A shall perform the Services described in the Service Description below and any attachments or Statements of Work expressly incorporated into this Agreement.

2.2 Performance Standard. Party A shall perform the Services in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws and regulations.

3. TERM

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue for an initial period of months unless earlier terminated in accordance with Section 10.

3.2 Renewal. This Agreement may automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4. COMPENSATION

4.1 Fees. In consideration for the Services, Party B shall pay Party A the fees specified below and in any applicable Statement of Work.

4.2 Expenses. Party B shall reimburse Party A for preapproved, reasonable out-of-pocket expenses incurred in connection with the Services upon submission of receipted invoices.

5. CONFIDENTIALITY

5.1 Obligations. Each party shall hold in strict confidence and shall not disclose or use any Confidential Information of the other party except as necessary to perform its obligations under this Agreement. The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Exclusions. Confidential Information does not include information that is or becomes publicly known without breach, is rightfully received from a third party without restriction, was known prior to disclosure, or is independently developed.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth in a written Statement of Work, Party A retains all right, title, and interest in and to any pre-existing intellectual property used in connection with the Services. Subject to full payment by Party B, Party A grants Party B a nonexclusive, nontransferable license to use the Deliverables solely for Party B's internal business purposes.

6.2 Third-Party Materials. Each party shall obtain rights to use any third-party materials incorporated into Deliverables and shall disclose any material third-party license restrictions in the applicable Statement of Work.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that its execution and performance will not violate any agreement or legal obligation of such party.

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

8. INDEMNIFICATION

8.1 Indemnification by Party A. Party A shall defend, indemnify and hold harmless Party B from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from Party A's negligence, willful misconduct or breach of the representations and warranties in Section 7.

8.2 Indemnification by Party B. Party B shall defend, indemnify and hold harmless Party A from and against any third-party claims arising out of Party B's use of the Deliverables in violation of this Agreement or applicable law.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. 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.

9.2 Cap on Liability. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. TERMINATION

10.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon giving days' prior written notice to the other party.

10.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

11. NOTICES

11.1 Method. All notices under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or overnight courier to the addresses set forth below or to such other addresses as a party may designate by notice in accordance with this Section.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement, including any attached Statements of Work and exhibits expressly incorporated herein, 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.

14. 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 comes closest to the parties' intent.

15. AMENDMENT; WAIVER; COUNTERPARTS

15.1 Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

15.2 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party waiving the provision. The failure or delay to exercise any right shall not operate as a waiver of that right.

15.3 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 delivered by electronic means shall be deemed original signatures for all purposes.

16. MISCELLANEOUS

16.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization or sale of all or substantially all of its assets.

16.2 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

SIGNATURES

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