Legal Contract Samples

LEGAL CONTRACT SAMPLES

This Service Agreement (the Agreement) is entered into as of by and between Client Name: with principal address and Service Provider Name: with principal address .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services described herein and Provider has represented that it possesses the expertise, personnel and resources necessary to perform such services; and

WHEREAS, Provider agrees to provide the services to Client under the terms and conditions of this Agreement, including those regarding compensation, confidentiality and ownership of deliverables.

WHEREAS, the parties intend that this Agreement set forth their entire agreement with respect to the subject matter hereof.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. "Confidential Information" means all non-public information disclosed by a party in written, electronic or oral form that is identified as confidential or should reasonably be understood to be confidential. "Services" means the tasks, deliverables and consulting responsibilities described in Section 2. "Effective Date" means the date set forth above.

2. SCOPE OF SERVICES

Provider shall perform the Services described below in a professional and workmanlike manner in accordance with industry standards. Provider will provide personnel, equipment and materials necessary to perform the Services, unless otherwise agreed in writing.

3. TERM

The term of this Agreement shall commence on the Effective Date and shall continue for a period of months, unless earlier terminated in accordance with Section 10. Renewal may be by written agreement executed by both parties.

4. COMPENSATION AND PAYMENT

Client shall pay Provider the fees set forth below for the Services. Fees shall be due in accordance with the schedule specified and are exclusive of taxes for which Client is responsible.

5. CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information of the other party and shall not disclose such information to any third party except for employees, agents or contractors with a need to know who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes generally known to the public through no breach of this Agreement, is lawfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for so long as they remain trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement (Work Product). Provider retains ownership of its pre-existing materials and tools and grants Client a non-exclusive, perpetual, royalty-free license to use any pre-existing Provider materials incorporated into the Work Product solely as part of the Work Product. Provider represents that Work Product will not infringe third-party intellectual property rights.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further represents that the Services will be performed in a competent and professional manner consistent with industry standards and that it will comply with all applicable laws in performing the Services.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Provider's negligence, willful misconduct or breach of its representations, warranties or obligations under this Agreement. Client shall give Provider prompt written notice of any claim for which indemnity is sought and shall reasonably cooperate in the defense.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

10. TERMINATION

Either party may terminate this Agreement for material breach of the other party, provided that the terminating party gives the other party written notice of the breach and a cure period of days to cure. In addition, Client may terminate this Agreement for convenience upon thirty (30) days' prior written notice, in which case Provider shall be paid for Services rendered through the effective date of termination and any non-cancellable obligations incurred in good faith.

11. NOTICES

All notices, requests or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice hereunder. Notices are effective upon personal delivery, confirmed electronic transmission, or three (3) days after deposit with certified mail, return receipt requested.

12. AMENDMENTS

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Any attempted modification by oral statements or course of conduct inconsistent with this Section shall be void.

13. WAIVER

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision. A waiver is effective only if in writing and signed by the party granting the waiver.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for resolution of disputes arising under this Agreement.

15. ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

16. SEVERABILITY

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 preserves the parties' original intent to the greatest extent possible.

17. COUNTERPARTS

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 deemed original signatures for all purposes.

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