Legal Contract and Notices Template

LEGAL CONTRACT AND NOTICES TEMPLATE

This Agreement is made and entered into as of by and between Client Name: , an entity of type with principal address , and Service Provider Name: , an entity of type with principal address (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain services as described herein and Service Provider desires to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the Parties intend to set forth the rights, duties and obligations of each Party with respect to the services, payments, notices and other matters governed by this Agreement.

WHEREAS, the Parties acknowledge that timely notice and allocation of risk are material to their agreement and desire a clear notices mechanism and dispute resolution framework.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Effective Date" means the date set forth in the opening paragraph of this Agreement. 1.2 "Services" means the work, deliverables and performance obligations described in Section 3. 1.3 "Confidential Information" means 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. TERM

The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with Section 12. The term may be extended by mutual written agreement of the Parties.

3. SCOPE OF SERVICES

3.1 Service Provider shall perform the Services described as follows:

3.2 Service Provider shall perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards. Service Provider shall supply all labor, equipment and materials necessary to perform the Services, except as otherwise expressly provided in writing.

4. COMPENSATION; PAYMENT

4.1 Client shall pay Service Provider fees as follows: Base Fee and any additional fees agreed in writing. 4.2 Service Provider shall invoice Client in accordance with the payment schedule:

4.3 Invoices are due and payable within days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. All fees and expenses are exclusive of taxes; Client shall be responsible for applicable taxes unless a valid exemption applies.

5. CONFIDENTIALITY

5.1 Each Party agrees to hold Confidential Information in strict confidence and to use it solely to perform obligations under this Agreement. 5.2 Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach; (b) was rightfully in the receiving Party’s possession prior to disclosure; (c) is independently developed without use of the other Party’s Confidential Information; or (d) is required to be disclosed by law, provided prompt notice is given to permit protective measures.

6. INTELLECTUAL PROPERTY

6.1 Unless otherwise agreed in a separate writing, Service Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement upon full payment. 6.2 Service Provider retains ownership in its preexisting materials and tools; Client is granted a limited, nonexclusive license to the extent necessary to use the deliverables for their intended purpose.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has authority to enter into this Agreement and that its performance will comply with all applicable laws. Service Provider further represents that the Services will be performed in a competent and professional manner consistent with industry standards.

8. INDEMNIFICATION

Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnitor’s negligence, willful misconduct, or material breach of this Agreement.

9. LIMITATION OF LIABILITY

Except for liability arising from a Party’s willful misconduct, gross negligence, or breaches of confidentiality or indemnification obligations, neither Party shall be liable for consequential, incidental, indirect, special or punitive damages. The aggregate liability of either Party for direct damages shall be limited to the total fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

10. INSURANCE

Service Provider shall maintain commercial general liability and professional liability insurance in amounts reasonable for the Services provided and shall provide certificates of insurance upon request.

11. COMPLIANCE; BACKGROUND CHECKS

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement. If required by the nature of the Services, Service Provider shall obtain and maintain background checks, licenses or clearances at its expense.

12. TERMINATION

12.1 Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach. 12.2 Either Party may terminate for convenience upon days' prior written notice. 12.3 Upon termination, Service Provider shall deliver all completed work and shall be entitled to payment for Services performed through the effective date of termination.

13. NOTICES

All notices under this Agreement shall be in writing and shall be delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested). Notices shall be effective upon receipt.

14. ASSIGNMENT

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to a successor in interest in connection with a sale of substantially all its assets or equity.

15. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay in enforcing any right shall not operate as a waiver of that right.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here: , without regard to its conflicts of law principles.

17. ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

19. 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 effective as original signatures.

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