Legal Contract Terms

LEGAL CONTRACT TERMS

This Legal Contract Terms Agreement (the Agreement) is entered into as of by and between Client Name: , Entity Type: Individual Corporation LLC, Address: ; and Provider Name: , Entity Type: Individual Corporation LLC, Address: .

RECITALS

WHEREAS, Client desires to obtain certain services described herein and Provider represents that Provider has the professional capability and capacity to provide such services under the terms set forth in this Agreement.

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider.

WHEREAS, the parties intend that the rights, obligations and liabilities established by this Agreement be binding and enforceable.

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

1.1 "Effective Date" means the date set forth above. 1.2 "Confidential Information" means any non-public information disclosed by one party to the other in any form that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. 1.3 "Services" means the deliverables and tasks described in Section 2 and in any statement of work incorporated into this Agreement.

2. SCOPE OF SERVICES

Provider shall provide the services and deliverables described as follows: Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards and any applicable specifications agreed in writing by the parties.

3. TERM

The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated pursuant to Section 11.

4. COMPENSATION; PAYMENT

4.1 Fees. Client shall pay Provider fees in the amounts set forth: Base Fee: . Additional fees for change orders or out-of-scope services shall be billed at rates agreed in writing.

4.2 Payment Terms. Unless otherwise agreed in writing, Provider shall invoice Client monthly and payment is due within days 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 maintain in confidence all Confidential Information of the other party for a period of five (5) years following disclosure, shall not disclose Confidential Information to any third party except as permitted herein, and shall use Confidential Information only for the purposes of performing its obligations under this Agreement. Confidential Information does not include information that is or becomes generally known to the public without breach of this Agreement or is rightfully obtained from a third party without restriction.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided herein, each party retains all right, title and interest in and to its pre-existing intellectual property. 6.2 Deliverables. To the extent Provider creates deliverables specifically for Client under this Agreement, Provider hereby assigns to Client, and Client shall own, all right, title and interest in such deliverables upon payment in full, subject to Provider's retained rights in any Provider tools or methodologies used in connection with the Services.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and performance of this Agreement will not violate any agreement with any third party. Provider further warrants that the Services will be performed in a professional manner consistent with industry standards.

8. INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of (a) Indemnitor's breach of its representations, warranties or covenants under this Agreement, or (b) Indemnitor's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) .

10. INSURANCE

Provider shall maintain insurance policies customary for the industry and adequate to cover Provider's liabilities under this Agreement, including commercial general liability and professional liability insurance in commercially reasonable amounts.

11. TERMINATION

Either party may terminate this Agreement upon material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may also terminate for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay Provider for Services properly performed through the effective date of termination.

12. NOTICES

All notices required or permitted under this Agreement must be in writing and shall be deemed given when personally delivered, when sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested, to the addresses below or to such other address as a party may designate by written notice:

13. AMENDMENTS AND WAIVER

No modification, amendment or waiver of any provision of this Agreement will be effective unless in a writing signed by both parties. The failure of either party to enforce any provision will not constitute a waiver of future enforcement of that or any other provision.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles.

15. ENTIRE AGREEMENT

This Agreement, together with any statement of work or exhibits executed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written, relating to the subject matter hereof.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall replace the invalid or unenforceable provision with a valid provision that most closely approximates the parties' original intent.

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 intended to preserve a record of the signature shall be sufficient to bind the signing party.

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