Legal Contracts Template

LEGAL CONTRACTS TEMPLATE

This Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (Client), an entity organized as Individual Corporation LLC , with principal address ; and Provider Name: (Provider), an entity organized as Individual Corporation LLC , with principal address .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services as described herein and Provider is willing to perform such services under the terms and conditions of this Agreement; and

WHEREAS, Provider represents that it has the experience, qualifications, personnel and resources necessary to perform the services and shall perform in a professional and workmanlike manner in accordance with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Services" means the services to be performed by Provider as described in Section 2. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that, by its nature, would reasonably be understood to be confidential.

2. SCOPE OF SERVICES

Provider shall perform the services as set forth in the Statement of Work attached hereto or described below. The parties agree that the initial scope of Services is:

3. TERM

The term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated as provided herein. Renewal or extension shall be by written agreement signed by both parties.

4. COMPENSATION AND PAYMENT

Client shall pay Provider fees for the Services as follows: Total Fee: $ . Payment shall be due within days of invoice unless otherwise agreed in writing.

5. CONFIDENTIALITY

Each party shall hold Confidential Information of the other in strict confidence and shall not disclose such information to any third party except as required by law or as necessary to perform this Agreement. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) is rightfully received from a third party without obligation of confidentiality; or (c) is independently developed without use of Confidential Information.

6. INTELLECTUAL PROPERTY

Except as expressly provided herein, each party retains all right, title and interest in its pre-existing intellectual property. Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to any deliverables created specifically for Client under this Agreement, and Provider shall execute such instruments as necessary to effectuate such assignment. Provider shall retain ownership of its general skills, know-how and methodologies, subject to the confidentiality obligations herein.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any claim, demand or action brought by a third party to the extent caused by Indemnitor's breach of this Agreement, negligence, willful misconduct or infringement of third-party intellectual property rights.

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 any indirect, incidental, consequential or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the preceding months.

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 receipt of written notice. Either party may terminate for convenience upon days' written notice to the other party. Upon termination, Client shall pay Provider for Services performed and approved deliverables completed through the effective date of termination.

11. NOTICES

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

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties. The failure of either party to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy.

13. 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.

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 attachments and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

16. SEVERABILITY

If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect to the maximum extent permitted by law.

17. MISCELLANEOUS

The relationship of the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship. The parties shall comply with all applicable laws and regulations in the performance of their obligations hereunder.

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