Legal Contract Callahan

LEGAL CONTRACT CALLAHAN

This Legal Contract Callahan (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: a Individual Corporation Limited Liability Company organized under the laws of and having its principal place of business at (\"Client\"), and Contractor Name: a Individual Corporation Limited Liability Company organized under the laws of with principal place of business at (\"Contractor\"). Client and Contractor are individually a \"Party\" and collectively the \"Parties\".

RECITALS

WHEREAS, Client desires to engage Contractor to provide certain professional services as described herein; and

WHEREAS, Contractor represents that it has the qualifications, experience and ability to perform the services and deliver the deliverables specified in this Agreement; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Contractor will perform such services and assign rights in the deliverables to Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. DEFINITIONS

a) \"Services\" means the professional services to be performed by Contractor as described in Section 2 and in the Statement of Work attached or incorporated hereunder. \"Deliverables\" means the tangible or intangible work product produced by Contractor specifically for Client under this Agreement.

b) \"Confidential Information\" means non-public information disclosed by a Party that is marked confidential or that, by its nature, is reasonably understood to be confidential.

2. ENGAGEMENT; SCOPE OF SERVICES

Contractor shall provide the Services and deliver the Deliverables described in the Scope of Services. The initial Scope of Services is summarized as:

3. TERM; TERMINATION

This Agreement shall commence on Commencement Date: and shall continue for a period of months unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience upon written notice delivered not less than days to the other Party. Termination for cause may be effected by either Party upon material breach by the other Party that remains uncured for thirty (30) days after written notice.

4. COMPENSATION; PAYMENT

Client shall pay Contractor fees in accordance with the fee schedule set forth below. Contractor shall invoice Client in accordance with the invoice schedule; 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 permitted by applicable law. Client shall reimburse Contractor for reasonable, pre-approved out-of-pocket expenses incurred in performing the Services.

5. CONFIDENTIALITY

Each Party agrees to hold Confidential Information of the other Party in strict confidence and to use such information solely to perform its obligations under this Agreement. Confidential Information shall not include information that: (a) is or becomes generally known to the public through no breach of this Agreement; (b) was lawfully known to the receiving Party prior to disclosure; or (c) is independently developed without reference to the disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, each Party shall promptly return or destroy the Confidential Information of the other Party, subject to retention of one archival copy to the extent required by law.

6. INTELLECTUAL PROPERTY

All right, title and interest in and to the Deliverables created by Contractor specifically for Client under this Agreement shall be assigned to Client upon full payment of all amounts due. Contractor hereby irrevocably assigns, transfers and conveys to Client all rights in the Deliverables and shall execute any instruments reasonably requested to effectuate such assignment. Contractor retains ownership of Contractor's pre-existing tools, methodologies and know-how, provided that Contractor grants Client a non-exclusive, royalty-free license to any such pre-existing materials embedded in the Deliverables to the extent necessary for Client's use of the Deliverables.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor represents and warrants that the Services will be performed in a professional manner consistent with industry standards and that the Deliverables will not infringe third-party intellectual property rights.

8. INDEMNIFICATION

Each Party ("Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (collectively, the "Indemnified Party") from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) the Indemnifying Party's breach of its representations, warranties or covenants herein; or (b) the Indemnifying Party's negligence or willful misconduct.

9. LIMITATION OF LIABILITY

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

10. INSURANCE

Contractor shall maintain commercial general liability and professional liability insurance sufficient to cover its obligations under this Agreement. Upon request, Contractor shall provide certificates of insurance evidencing such coverage.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized courier, or certified mail, return receipt requested, to the address set forth below or to such other address as a Party may designate by notice:

12. ASSIGNMENT; SUBCONTRACTING

Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Client may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. Contractor may engage subcontractors provided Contractor remains responsible for performance and compliance with this Agreement.

13. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both Parties. No waiver of any breach of this Agreement shall constitute a waiver of any other breach or default.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts and delivery by electronic signature shall be effective as an original.

16. MISCELLANEOUS

The relationship of the Parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture or employment relationship between the Parties. Headings are inserted for convenience and shall not affect interpretation.

The persons signing below represent and warrant that they are authorized to bind the Party on whose behalf they sign.

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