Legal Contract Documents

LEGAL CONTRACT DOCUMENTS

This Master Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider Name: with principal address: .

Party A Entity Type: Individual Corporation LLC Partnership

Party B Entity Type: Individual Corporation LLC Partnership

RECITALS

WHEREAS, Party A desires to retain Party B to perform certain professional services described herein; and

WHEREAS, Party B represents that it has the experience, qualifications, and personnel necessary to perform the services in a timely and professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Party B will perform services for Party A.

NOW, THEREFORE

In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the following meanings unless the context otherwise requires: "Services" means the professional services described in Section 2; "Deliverables" means tangible or intangible work product delivered by Party B under this Agreement; "Confidential Information" means non-public information disclosed by one party to the other 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

2.1 Engagement. Party A hereby engages Party B, and Party B accepts such engagement, to perform the Services described in this Agreement and in any statement of work executed by the parties.

2.2 Changes. Any material change in the scope of Services shall be made only by written amendment executed by authorized representatives of both parties and, if applicable, upon adjustment of fees and schedule as mutually agreed.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for Initial Term (months): unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

3.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other party, subject to payment for Services performed and reimbursable expenses incurred through the effective date of termination.

4. COMPENSATION; PAYMENT

4.1 Fees. Party A shall pay Party B fees in the amounts and according to the schedule set forth below. Fees or rates:

4.2 Late Payments. Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Party A shall be responsible for reasonable costs of collection, including attorneys' fees.

5. CONFIDENTIALITY

5.1 Obligation. Each party agrees to hold in confidence and not disclose to any third party any Confidential Information of the other party and to use Confidential Information solely for performance of its obligations under this Agreement.

5.2 Exceptions. Confidential Information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement, was in the receiving party's possession prior to disclosure, or is rightfully received from a third party without an obligation of confidentiality.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Preexisting Materials. Each party retains all right, title and interest in materials it owned or developed prior to or outside the scope of this Agreement.

6.2 Deliverables. Unless otherwise agreed in writing, upon full payment Party B hereby assigns to Party A all right, title and interest in and to the Deliverables created specifically for Party A under this Agreement, including all copyrights, subject to any third-party rights and licenses disclosed in writing.

6.3 License to Background Technology. To the extent Party B's preexisting or third-party materials are embedded in the Deliverables, Party B grants Party A a nonexclusive, royalty-free, worldwide license to use such materials in the Deliverables for Party A's internal business purposes.

7. WARRANTIES; DISCLAIMER

7.1 Mutual Warranty. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Service Warranty. Party B warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Party B will, at its option and expense, re-perform the Services or refund the fees paid for the deficient Services.

7.3 Disclaimer. Except as expressly set forth in this Agreement, neither party makes any other warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose.

8. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third-party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of this Agreement, willful misconduct, or negligent acts or omissions.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PARTY B UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

During the term of this Agreement, each party shall maintain insurance coverage appropriate to its business and sufficient to cover its liabilities under this Agreement. Upon request, each party will provide evidence of such insurance to the other party.

11. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including data protection and export control laws to the extent applicable.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as either party may designate by notice). Notices shall be deemed given when delivered personally, by confirmed overnight courier, or three (3) days after deposit in the mail with postage prepaid.

13. AMENDMENTS; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations 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.

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 deemed original signatures.

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