Legal Contract Document Template

LEGAL CONTRACT DOCUMENT TEMPLATE

This Agreement (the "Agreement") is made and entered into as of by and between Party A: , a organized under the laws of , and Party B: , a organized under the laws of . The parties agree as follows:

Recitals

WHEREAS, Party A is engaged in the business of providing certain goods and/or services and has expertise in the area described in this Agreement; and

WHEREAS, Party B desires to obtain and Party A agrees to provide such goods and/or services under the terms and conditions set forth herein; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the services, compensation, confidentiality, and other related matters.

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

1. Definitions

1.1 "Services" means the tasks, deliverables, and obligations described in Section 2 and in the Scope of Work attached or set forth in this Agreement, including any modifications agreed in writing.

1.2 "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party 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. Scope of Services

Services shall commence on and shall continue until unless earlier terminated in accordance with Section 10.

3. Compensation; Payment Terms

3.1 Fees. In consideration for the Services, Party B shall pay Party A the sum of (USD) in accordance with the payment schedule set forth below.

3.2 Late Payment. Any undisputed amount not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Party A's remedies for nonpayment shall include suspension of Services after ten (10) days' prior written notice.

4. Confidentiality

4.1 Obligation. Each party agrees to hold Confidential Information of the other in strict confidence and not to disclose such information to any third party except as permitted by this Agreement. The receiving party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

4.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) is required to be disclosed by law, provided that prompt notice is given to permit a protective order.

5. Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance of this Agreement will not violate any applicable law or agreement to which it is bound.

6. Indemnification

The indemnifying party shall defend, indemnify and hold harmless the indemnified party and its officers, directors, employees and agents from and against any third-party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

7. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. Insurance

Each party shall maintain insurance coverage sufficient to cover its liabilities under this Agreement. Minimum coverage for Party A shall be: Commercial General Liability of at least (USD), or as otherwise agreed in writing.

9. Termination

9.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

9.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days following receipt of written notice specifying the breach.

10. Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the postal service by certified mail, return receipt requested, to the addresses specified below or such other address as either party may provide in writing.

11. Amendments; Waiver

No amendment to this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties. No waiver of any provision shall constitute a waiver of any other provision or of any subsequent breach.

12. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If unresolved, the parties agree to submit the dispute to binding arbitration in accordance with the arbitration rules mutually agreed in writing.

13. Entire Agreement; Severability

This Agreement, including any attachments or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be modified or severed to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14. 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 party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

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