Legal Contract Bundle

LEGAL CONTRACT BUNDLE

This Legal Contract Bundle (the "Agreement") is entered into as of Effective Date: by and between Client Name: (hereinafter "Client"), an entity organized as Individual Corporation Limited Liability Company, with principal address at ; and Service Provider Name: (hereinafter "Provider"), an entity organized as Individual Corporation Limited Liability Company, with principal address at .

RECITALS

WHEREAS, Client desires to engage Provider to perform the services described herein and Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement; and

WHEREAS, Provider will perform the services set forth in the Statement of Work attached or described in Section 2, including, without limitation, the deliverables described as: ; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide such services and Client will compensate Provider.

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

1. DEFINITIONS

Capitalized terms used in this Agreement have the following meanings: "Services" means the tasks and deliverables described in Section 2; "Confidential Information" means information designated as confidential or that by its nature would reasonably be understood to be confidential; "Deliverables" means the tangible work product delivered to Client under this Agreement.

2. SCOPE OF SERVICES

Provider shall perform the Services described as follows (the "Statement of Work"):

Provider will deliver Deliverables in accordance with the schedule set forth herein or in the Statement of Work. Changes to the scope require a written change order signed by both parties.

3. TERM

This Agreement commences on the Effective Date and continues for a term of months, unless earlier terminated in accordance with Section 9. Parties may agree in writing to extend the term.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth below and in the Statement of Work. Fees are exclusive of taxes unless otherwise stated.

Payments are due within days of receipt of an undisputed invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information of the other party and shall not disclose or use such information except to perform its obligations under this Agreement. The confidentiality obligations set forth in this Section shall continue for years following termination or expiration of this Agreement, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, Provider hereby assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement, and Client shall own all intellectual property rights therein. Provider retains ownership of its pre-existing materials and general skills, methods and know-how. To the extent any license to Provider's pre-existing materials is necessary for Client's use of the Deliverables, Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use such materials solely as incorporated into the Deliverables.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the corporate or individual authority to enter into this Agreement and to perform its obligations. Provider further warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards for a period of days following delivery of each Deliverable.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, LIABILITY FOR A BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS, LOSS OF DATA, OR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

Provider shall maintain commercial general liability and, where applicable, professional liability insurance in amounts customary for the industry and sufficient to cover Provider's obligations under this Agreement. Upon request, Provider will provide certificates of insurance evidencing such coverage.

11. TERMINATION

Either party may terminate this Agreement upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for days after written notice of such breach. Upon termination, Client shall pay Provider for Services performed and Deliverables completed prior to termination.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized overnight carrier, or email with confirmation of receipt. Notices are effective upon receipt.

13. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement is effective unless in a writing signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to binding arbitration in accordance with the arbitration rules the parties select by separate written agreement; absent such agreement, disputes shall be resolved in the state or federal courts located in the county where Client's principal place of business is located.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or attachments, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous negotiations and agreements. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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