Legal Contract Format

LEGAL CONTRACT FORMAT

This Agreement is made and entered into as of Effective Date: by and between Party A: , with principal place of business at , and Party B: , with principal place of business at .

RECITALS

WHEREAS, Party A is duly organized and qualified to perform certain services and desires to engage Party B to perform services described herein; and

WHEREAS, Party B represents that it has the expertise, personnel and resources necessary to perform such services in a competent and professional manner; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services and compensation in this Agreement.

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

1. DEFINITIONS

1.1 "Agreement" means this document and any schedules or attachments expressly incorporated herein. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential under the circumstances. "Effective Date" means the date set forth above.

2. SCOPE OF SERVICES

3. TERM

3.1 This Agreement shall commence on Commencement Date: and shall continue until Termination Date: unless earlier terminated in accordance with Section 9.

4. COMPENSATION AND PAYMENT

4.1 Party A shall pay Party B fees as set forth below. Fee Amount: . Payment Schedule: .

4.2 Unless otherwise agreed in writing, invoices are due within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose it except to those employees, agents, contractors or advisors who need to know and who are bound to maintain confidentiality at least as protective as this Agreement. Each party shall use Confidential Information solely for the performance of its obligations under this Agreement.

5.2 The obligations in this Section shall not apply to 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 without use of the other party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates to obtain protective relief.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party B further represents that services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

7. INDEMNIFICATION

7.1 Each party (the "Indemnitor") shall defend, indemnify and hold harmless the other party (the "Indemnitee") from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by Indemnitor's breach of this Agreement, negligence or willful misconduct.

8. LIMITATION OF LIABILITY

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

9. TERMINATION

9.1 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

10. NOTICES

10.1 All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the respective party at the address set forth below (or to such other address that a party may specify in writing).

11. AMENDMENTS; WAIVER

11.1 No amendment to this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties. No waiver of any breach shall be effective unless in writing. A waiver of any breach shall not constitute a waiver of any subsequent breach.

12. GOVERNING LAW; VENUE

12.1 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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 This Agreement (including all attachments and schedules) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

13.2 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision the effect of which comes closest to that of the invalid provision.

14. COUNTERPARTS

14.1 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 image or electronic transmission shall be effective as original signatures.

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