Legal Contract Gavin Circle

LEGAL CONTRACT GAVIN CIRCLE

This Legal Contract (the Agreement) is entered into as of Effective Date: by and between Provider Name: (Provider) and Client Name: (Client). The Provider and Client are each a Party and collectively the Parties.

RECITALS

WHEREAS, Provider operates services, programs, or platforms described herein and possesses expertise, materials, and personnel necessary to provide the Services defined below; and

WHEREAS, Client desires to engage Provider to perform the Services, and Provider is willing to provide the Services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to establish the rights and obligations of each Party with respect to the Services, payment, confidentiality, and intellectual property.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the work and deliverables described in Section 2 and in the Scope of Services attached or described below. 1.2 "Confidential Information" means non-public information disclosed by a Party that is identified as confidential or that reasonably should be understood to be confidential. 1.3 "Deliverables" means tangible or electronic items to be delivered to Client as part of the Services.

2. SCOPE OF SERVICES

Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Provider will assign personnel with appropriate experience and will use reasonable efforts to meet any schedule set forth in the Scope of Services.

3. TERM

This Agreement commences on the Effective Date specified above and continues for Term: months unless earlier terminated in accordance with Section 10.

4. FEES AND PAYMENT

Client shall pay Provider Fees in the total amount of $ according to the following schedule:

Payments are due within Payment Terms: days of invoice. Late payments shall bear interest at Rate: per month, or the maximum lawful rate if less.

5. CONFIDENTIALITY

Each Party agrees to maintain in confidence Confidential Information received from the other Party and to use such information only for the performance of this Agreement. Confidential Information excludes information that is (a) publicly known through no fault of the receiving Party, (b) rightfully received from a third party without restriction, (c) independently developed without use of the disclosing Party's Confidential Information, or (d) required to be disclosed by law or valid legal process, provided the receiving Party gives prompt notice and cooperates to seek protective relief.

6. INTELLECTUAL PROPERTY

Except as expressly provided in this Agreement, Provider retains all right, title and interest in pre-existing intellectual property and in materials developed by Provider in connection with the Services. Upon full payment of Fees, Provider grants Client a non-exclusive, non-transferable license to use the Deliverables for Client's internal purposes as specified in the Scope of Services.

7. WARRANTIES; DISCLAIMER

Provider warrants that it will perform Services in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO WARRANTIES, 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 claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of this Agreement, willful misconduct, or negligence, except to the extent caused by the Indemnitee's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $ .

10. TERMINATION

Either Party may terminate this Agreement for convenience upon Written Notice: days prior to termination. Either Party may terminate for material breach if the breaching Party fails to cure within Cure Period: days after receipt of written notice describing the breach.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified above or to such other address as either Party may designate by notice to the other in accordance with this Section. Notice is effective upon receipt.

12. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in a writing signed by an authorized representative of each Party. No waiver of any provision shall be deemed a continuing waiver or a waiver of any other provision.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision will be reformed to the extent necessary to make it enforceable while preserving the Parties' intent.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures transmitted by electronic means shall be binding as originals.

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