Legal Contract Info Sheet

Legal Contract Info Sheet

THIS LEGAL CONTRACT INFO SHEET (the Agreement) is made and entered into as of Effective Date: by and between Client Name: (Client) and Service Provider Name: (Provider).

Recitals

WHEREAS, Client desires to retain Provider to perform the services and deliverables described in this Info Sheet and Provider has represented that it has the skill, personnel and resources to perform such services in accordance with the terms set forth herein.

WHEREAS, the parties wish to set forth certain material business terms, responsibilities, schedules and payment provisions to be incorporated into a definitive contractual agreement to follow.

WHEREAS, this Info Sheet is intended to record essential contract parameters to be relied upon by both parties during negotiation and preparation of the final agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound, the parties hereby agree as follows.

1. Definitions

For purposes of this Info Sheet, the following terms shall have the following meanings: "Services" means the work described in Section 2; "Deliverables" means the tangible outputs of the Services; "Confidential Information" means information that is identified as confidential and includes business and technical information, but excludes information that is publicly known or rightfully received from a third party.

2. Scope of Services and Deliverables

3. Term

The term of the contemplated agreement shall commence on the Effective Date and shall continue for Term Length: unless earlier terminated in accordance with the termination provisions set forth herein.

4. Compensation and Payment

Estimated Total Compensation:    Payment Currency:

5. Confidentiality

Each party shall maintain in confidence all Confidential Information received from the other party and shall not disclose such information except to employees or subcontractors who have a need to know and who are bound by obligations of confidentiality at least as protective as those set forth herein. The obligations of confidentiality shall survive termination of the final agreement for a period of three (3) years, unless otherwise required by law.

6. Intellectual Property

Unless otherwise agreed in writing, Provider grants to Client a non-exclusive, worldwide, royalty-free license to use Deliverables for Client's internal business purposes. Provider retains ownership of Provider's pre-existing intellectual property and tools. Any transfer of ownership or assignment of intellectual property shall be expressly described in the final agreement.

7. Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from any third-party claims arising out of that indemnifying party's gross negligence, willful misconduct, or material breach of the agreement. Except for liability arising from willful misconduct or indemnities for intellectual property infringement, the parties agree that the other party's aggregate liability shall be limited to the total amount of fees actually paid to Provider under the final agreement in the twelve (12) months preceding the claim.

8. Termination

Either party may terminate the agreement for material breach if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Upon termination, Provider shall deliver all completed and in-progress Deliverables and shall invoice Client for all unpaid fees for Services performed through the effective date of termination.

9. Notices

All notices required or permitted under this Info Sheet shall be in writing and delivered to the addresses below by certified mail, nationally recognized courier, or email with confirmation. Notices shall be deemed given upon receipt.

10. Representations

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Info Sheet and to perform its obligations, and that the execution and delivery of any final agreement will not violate any other agreement or law applicable to such party.

11. Amendments; Waiver; Counterparts

This Info Sheet may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. The final agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. Governing Law; Entire Agreement; Severability

Governing Law: The substantive laws of Jurisdiction: shall govern this Info Sheet without regard to choice-of-law principles.

Entire Agreement: This Info Sheet constitutes the full and exclusive statement of the parties' agreement with respect to the matters contained herein and supersedes all prior proposals, understandings, and communications relating thereto.

Severability: If any provision of this Info Sheet is held to be invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

Additional Administrative Information

Entity Types

Client Entity Type: Corporation LLC Partnership Individual

Provider Entity Type: Corporation LLC Partnership Individual

The parties acknowledge that this Info Sheet is not the final binding contract but sets forth material terms that the parties intend to include in a definitive agreement. Any obligations that the parties intend to be binding prior to execution of a final agreement should be expressly identified in the final agreement.

IN WITNESS WHEREOF, the parties have caused this Info Sheet to be executed by their duly authorized representatives.

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