Legal Contract Model Copy

LEGAL CONTRACT MODEL COPY

This Agreement is made and entered into as of the day of , (Effective Date), by and between Client Name: , a Individual Corporation Limited Liability Company , with principal address at (Party A), and Service Provider Name: , a Individual Corporation Limited Liability Company , with principal address at (Party B).

Recitals

WHEREAS, Party A desires to engage Party B to perform certain services described herein and Party B represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement;

WHEREAS, Party B agrees to perform the services and to be compensated as set forth herein; and

WHEREAS, the parties wish to set forth their rights and obligations with respect to such services and payments in this written Agreement.

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

1. Definitions

1.1 "Services" means the work and deliverables described in Section 2. 1.2 "Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential or that, by its nature, should reasonably be understood to be confidential.

2. Scope of Services

2.1 Party B shall perform the Services described below in a professional and workmanlike manner consistent with industry standards.

3. Compensation

3.1 As consideration for the Services, Party A shall pay Party B the fees set forth below in accordance with the payment terms. Fees are exclusive of taxes unless otherwise stated.

4. Confidentiality

4.1 Each party shall keep Confidential Information in strict confidence, shall not disclose it to third parties except as permitted by this Agreement, and shall use it only to perform its obligations under this Agreement. 4.2 The obligations set forth in this Section shall survive termination of this Agreement for a period of from the date of disclosure.

5. Intellectual Property

5.1 Unless otherwise agreed in writing, Party B hereby assigns to Party A all right, title and interest in deliverables created specifically for Party A under this Agreement. Party B retains ownership of preexisting materials and tools, including derivatives, provided that Party B grants Party A a nonexclusive, royalty-free license to use such preexisting materials incorporated in deliverables solely for Party A's internal business purposes.

6. Representations and Warranties

6.1 Each party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations. 6.2 Party B represents that the Services will be performed in a professional manner and will not knowingly infringe any third-party intellectual property rights.

7. Indemnification

7.1 Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party'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 breach of Section 4 (Confidentiality) or 7 (Indemnification), neither party shall be liable for consequential, incidental, indirect, special or punitive damages, and the aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Party A to Party B under this Agreement during the twelve (12) month period preceding the claim.

9. Term and Termination

9.1 This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated in accordance with this Section. 9.2 Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

10. Notices

10.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses stated below or such other address as either party may specify in writing pursuant to this Section.

11. Amendments; Waiver; Counterparts

11.1 No amendment of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. 11.2 Failure or delay by either party to exercise any remedy will not constitute a waiver of that remedy. 11.3 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.

12. Governing Law; Entire Agreement; Severability

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to rules governing conflicts of law.

12.2 Entire Agreement: This Agreement, including any attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

12.3 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that comes as close as possible to the economic effect of the invalid provision.

Miscellaneous Provisions

13.1 Relation of the Parties: The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship. 13.2 Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Sign Now