Legal Contract Paperwork

LEGAL CONTRACT PAPERWORK

This Agreement is made and entered into as of Effective Date: by and between Client Name: , Entity Type: Individual Corporation LLC and Service Provider Name: , Entity Type: Individual Corporation LLC .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services as more specifically described herein, and Provider represents that it has the experience, personnel and resources necessary to perform such services in a professional manner;

WHEREAS, Provider is willing to provide such services to Client on the terms and conditions set forth in this Agreement and subject to the mutual covenants contained herein;

WHEREAS, the parties desire to set forth the rights and obligations of the parties with respect to the services, payment, confidentiality and ownership of work product.

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

1. DEFINITIONS

1.1 "Confidential Information" means non-public, proprietary or confidential information disclosed by one party to the other, whether disclosed orally, in writing, electronically or by inspection, including business plans, pricing, customer lists, technical data, and trade secrets, but excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

2. SERVICES; SCOPE OF WORK

2.1 Services. Provider shall provide the services described in the Scope of Work below in a timely, professional and workmanlike manner in accordance with industry standards.

3. TERM; TERMINATION

3.1 Term. The initial term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider fees in accordance with the payment schedule set forth below. All amounts are payable in United States dollars.

4.2 Payment Terms. Provider shall invoice Client in accordance with the milestones set forth in the Scope of Work. Invoices are due within thirty (30) days of receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum amount permitted by law.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each party agrees to hold Confidential Information in strict confidence and not to use it except to perform its obligations under this Agreement. The receiving party shall take reasonable measures to prevent unauthorized disclosure.

5.2 Compelled Disclosure. If a receiving party is required by law or valid process to disclose Confidential Information, it shall, to the extent legally permitted, provide prompt written notice to the disclosing party and cooperate in obtaining protective measures.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Work Product. Except for Provider Pre-Existing Materials, Provider assigns to Client all right, title and interest in and to all deliverables and Work Product created expressly for Client under this Agreement upon full payment. Provider retains ownership of its Pre-Existing Materials and grants Client a non-exclusive, worldwide, royalty-free license to use those Pre-Existing Materials solely as incorporated into the Work Product.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the execution and performance of this Agreement will not violate any other agreement to which it is bound; and (c) it will comply with all applicable laws in performing its obligations.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of Provider's breach of Section 6 (Intellectual Property) or Provider's negligent acts or willful misconduct in the performance of services.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against third-party claims arising from Client's misuse of the Work Product or Client-provided materials.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PROVIDER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

10.1 Provider shall maintain insurance coverage appropriate to the Services, including commercial general liability and professional liability/errors and omissions coverage, in amounts customary for similar service providers. Upon request, Provider shall provide certificates of insurance reasonably evidencing such coverage.

11. NOTICES

11.1 All notices under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

12. AMENDMENTS; WAIVER

12.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

14.1 This Agreement, including any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15. SEVERABILITY

15.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that substantially accomplishes the original intent.

16. COUNTERPARTS

16.1 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 delivered by electronic means shall be binding.

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