Legal Contract Packet

LEGAL CONTRACT PACKET

This Agreement is made and entered into as of the Effective Date: by and between Client Name: , an entity organized as: Individual Corporation LLC Partnership, with principal address: and Contractor Name: , an entity organized as: Individual Corporation LLC Partnership, with principal address: .

RECITALS

WHEREAS, Client provides products and services and desires to engage Contractor to perform certain services as described herein; and

WHEREAS, Contractor represents that it possesses the skill, personnel and resources necessary to perform the services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions upon which Contractor will provide services to Client.

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

1. DEFINITIONS

Capitalized terms used in this Agreement have the meanings set forth below. "Confidential Information" means all non-public information disclosed by a party that is marked confidential or, by its nature, would reasonably be understood to be confidential. "Services" means the tasks and deliverables to be performed by Contractor as described in Section 2. Other terms used in the Agreement will be given their plain and ordinary meaning unless otherwise defined herein.

2. SCOPE OF SERVICES

Contractor shall provide the Services in a professional and workmanlike manner consistent with industry standards. Contractor shall supply qualified personnel, equipment, and materials necessary to complete the Services. Any change to the Scope of Services shall be made only by written change order signed by authorized representatives of both parties.

3. TERM; COMMENCEMENT; RENEWAL

The term of this Agreement shall commence on Commencement Date: and shall continue for a period of , unless earlier terminated in accordance with Section 10. This Agreement shall not renew automatically except by a written amendment signed by both parties.

4. COMPENSATION AND PAYMENT

Unless otherwise agreed in writing, Contractor shall invoice Client in accordance with the Payment Schedule. Client shall pay undisputed amounts within days of receipt of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each party shall hold in confidence and shall not disclose Confidential Information of the other party, except as necessary to perform under this Agreement. Confidential Information does not include information that (a) is or becomes publicly known through no breach hereof; (b) is independently developed without use of the other party's Confidential Information; or (c) is rightfully received from a third party without restriction. A receiving party may disclose Confidential Information to its employees, contractors and advisors who have a need to know, provided that such persons are bound by confidentiality obligations no less protective than those herein. The obligations in this Section shall survive termination for a period of five (5) years, except that trade secrets shall be protected for as long as they qualify as trade secret under applicable law.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement and that performance will not violate any contract or law applicable to such party. Contractor further warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's negligent acts, willful misconduct or breach of this Agreement. Client shall indemnify Contractor for claims arising from Client's gross negligence or willful misconduct. The indemnifying party's obligations are conditioned upon prompt notice of the claim and control of the defense being provided to the indemnifying party, and cooperation by the indemnified party.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF EACH PARTY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. INSURANCE

Contractor shall maintain at its expense adequate insurance coverage, including general liability, professional liability/errors and omissions, and workers' compensation as required by law. Contractor shall provide certificates of insurance upon Client's request. Maintaining insurance does not limit Contractor's indemnity obligations under this Agreement.

10. TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Client may terminate for convenience upon days' prior written notice, subject to payment for Services performed through the effective date of termination and any non-cancellable obligations.

11. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth above or as otherwise notified in writing.

12. ASSIGNMENT

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes all obligations hereunder.

13. THIRD-PARTY BENEFICIARIES

Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles that would result in the application of the laws of any other jurisdiction.

15. ENTIRE AGREEMENT; AMENDMENTS; SEVERABILITY

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

16. WAIVER; COUNTERPARTS

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. Any waiver must be in writing and signed by the waiving party. 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 transmitted by electronic means shall be binding.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. Each party agrees to execute such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

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