Legal Contract CFS Contracts

LEGAL CONTRACT CFS CONTRACTS

This Services Agreement (the "Agreement") is entered into as of Month Day Year by and between Client Name: organized under the laws of State: with principal address at , and Contractor Name: organized under the laws of State: with principal address at .

RECITALS

WHEREAS, Client desires to retain Contractor to perform certain services described herein and Contractor has the capacity and expertise to perform such services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the services and the manner in which Contractor will be compensated; and

WHEREAS, the parties intend that the services, deliverables and mutual obligations be governed by this Agreement.

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

1. DEFINITIONS

1.1 "Services" means the work and deliverables to be performed by Contractor as described in Section 2. 1.2 "Deliverables" means the tangible or intangible results of the Services, including documentation, reports, software, and other items specifically identified in the Statement of Work. 1.3 "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature and circumstances of disclosure.

2. SCOPE OF SERVICES

Contractor shall perform the services described in the Scope of Work below in accordance with the timelines and milestones set forth therein. Contractor shall provide the services in a professional and workmanlike manner, consistent with industry standards.

3. TERM

This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with Section 11. The parties may extend the term by a written amendment executed by both parties.

4. COMPENSATION

Client shall pay Contractor for Services in accordance with the rates and schedule below. All payments are due within days from invoice date unless otherwise agreed in writing.

5. INVOICING AND EXPENSES

Contractor shall submit invoices itemizing hours, rates, expenses and deliverables. Client shall reimburse Contractor for reasonable pre-approved expenses incurred in connection with the performance of the Services upon presentation of receipts or other supporting documentation.

6. CONFIDENTIALITY

Each party agrees to maintain in confidence and not disclose to any third party any Confidential Information of the other party except as necessary to perform obligations under this Agreement or as required by law. Confidential Information shall not include information that is or becomes generally available to the public other than by breach of this Agreement, was in the receiving party's possession prior to disclosure, or was independently developed without reference to the disclosing party's Confidential Information.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement upon full payment of amounts due. Contractor retains ownership of pre-existing materials and tools. Contractor grants Client a perpetual, non-exclusive license to use Contractor's pre-existing materials incorporated into the Deliverables solely as necessary to use the Deliverables.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the power and authority to enter into this Agreement. Contractor represents that the Services will be performed in a professional manner consistent with industry standards and that the Deliverables will not knowingly infringe the intellectual property rights of third parties.

9. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's gross negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify Contractor to the extent arising from Client's breach or misuse of the Deliverables.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

11. TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice. Either party may terminate for convenience upon sixty (60) days' prior written notice to the other party. Upon termination, Client shall pay Contractor for Services performed and expenses incurred through the effective date of termination.

12. NOTICES

All notices required or permitted 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 are effective upon receipt.

13. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in a writing signed by both parties. No waiver of any provision or breach shall be effective unless in writing and signed by the waiving party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT

This Agreement, including all attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, 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 reasonably approximates the parties' intent.

17. 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. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

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