Legal Contract Initiation

Legal Contract Initiation

This Legal Contract Initiation (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: (Entity Type: Individual Corporation LLC Partnership), with primary contact at Address: ; and Service Provider Name: (Entity Type: Individual Corporation LLC Partnership), with primary contact at Address: .

Recitals

WHEREAS, Client seeks to retain Provider to perform certain services and to establish the principal terms that will govern the negotiation, preparation and execution of a definitive services agreement; and

WHEREAS, Provider has represented that it possesses the expertise, personnel and resources necessary to provide the services described herein and is willing to perform such services subject to the terms of this Agreement; and

WHEREAS, the parties desire to set forth certain material commercial terms, interim obligations and mutual commitments to govern the parties’ relationship pending execution of a final definitive agreement.

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

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Services" means the services described in Section 2; "Confidential Information" means all non-public information disclosed in connection with this Agreement; and "Effective Date" means the date set forth above. Additional defined terms may be included in the definitive agreement and, unless otherwise provided, defined terms shall be interpreted consistently with customary commercial usage.

2. Scope of Services

Provider shall provide the following Services:

3. Term and Termination

This Agreement shall commence on the Effective Date and continue until Term End Date: unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Cure Period (days): days after written notice.

4. Fees and Payment

Client shall pay Provider the fees set forth below. Unless otherwise agreed in writing, Provider shall invoice Client and payment shall be due within Payment Terms (days): days from invoice date.

5. Confidentiality

Each party shall hold Confidential Information of the other in strict confidence and shall not disclose such information to any third party except to employees, agents or contractors on a need-to-know basis who are bound by obligations of confidentiality at least as restrictive as those contained herein. Confidentiality obligations shall survive termination of this Agreement for a period of Confidentiality Period (years): years.

6. Intellectual Property

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to Provider's pre-existing materials and tools. To the extent Provider creates deliverables specifically for Client and transfers ownership, such deliverables shall be assigned to Client upon full payment. Any third-party materials delivered under this Agreement remain subject to the applicable third-party license terms.

7. Representations and Warranties

Each party represents and warrants that it has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

8. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of a breach of such party's representations, warranties or obligations under this Agreement or out of the gross negligence or willful misconduct of the indemnifying party.

9. Limitation of Liability

Except for liability arising from willful misconduct, gross negligence or breach of confidentiality or indemnification obligations, neither party's aggregate liability for direct damages shall exceed the total amount paid or payable by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier or email (receipt confirmed). Notice shall be deemed given upon receipt.

11. Amendments; Waiver; Counterparts

Any modification or amendment of this Agreement must be in writing and signed by authorized representatives of both parties. Failure or delay by either party to enforce any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

12. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to choice-of-law principles. This Agreement, together with any exhibits or statements of work to be executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Miscellaneous Provisions

Each party shall comply with all applicable laws and regulations in performing its obligations. The parties acknowledge that this Agreement reflects the commercial bargain between them and that any headings are inserted for convenience only and shall not affect interpretation.

Acknowledgement

The undersigned represent and warrant that they are duly authorized to execute this Agreement on behalf of the respective party and that this Agreement is binding upon the party in accordance with its terms.

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