Legal Contract Clauses

LEGAL CONTRACT CLAUSES

This Agreement is made on this day: of , (the Effective Date), by and between Client Name: , an entity organized as: Individual Corporation/LLC/Partnership , with principal place of business at ; and Provider Name: , an entity organized as: Individual Corporation/LLC/Partnership , with principal place of business at .

RECITALS

WHEREAS, Client desires to obtain certain professional services and contract clauses to govern the relationship between the parties and to allocate rights, duties and remedies; and

WHEREAS, Provider represents that it has the expertise and capacity to provide the described services and prepared contract clauses consistent with accepted legal practice; and

WHEREAS, the parties desire to set forth the principal terms, representations, covenants and conditions applicable to their engagement and to memorialize key contract clauses for incorporation into a controlling agreement.

N O W , T H E R E F O R E, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Services" means the tasks and deliverables described in Section 2 and in the Services Description; "Confidential Information" means all non-public business or technical information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential; "Effective Date" means the date specified above.

2. TERM

The term of this Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with Section 10.

3. SCOPE OF SERVICES

Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Provider shall furnish personnel, equipment and materials necessary to perform the Services, and shall comply with all applicable laws and regulations in performing Services.

4. COMPENSATION

In consideration for the Services, Client shall pay Provider the fees set forth below. Fees are exclusive of applicable taxes unless otherwise required by law.

5. PAYMENT TERMS

Unless otherwise agreed in writing, invoices shall be due and payable within days from invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. CONFIDENTIALITY

Each party agrees to protect Confidential Information of the other party with the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that: (a) is or becomes public through no fault of the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The obligations in this Section shall survive termination of this Agreement for a period of .

7. INTELLECTUAL PROPERTY

Except as otherwise expressly provided, Provider shall retain all right, title and interest in any pre-existing intellectual property and general know-how used in performing the Services. Ownership of deliverables created specifically for Client shall be as set forth below.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider further represents that the Services will be performed in a professional manner and that, to Provider's knowledge, the deliverables will not infringe any third-party intellectual property rights.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim and shall cooperate in the defense.

10. LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. A PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. TERMINATION

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days following written notice.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by written notice.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision. 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 transmitted by electronic means shall be binding as originals.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS PROVISIONS

The parties shall perform their obligations under this Agreement as independent contractors, and nothing contained herein shall be construed to create a partnership, joint venture, employment relationship or agency between the parties. Each party acknowledges that any remedies provided herein are cumulative and not exclusive.

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