Legal CPS-PJ Agreement

Legal CPS-PJ Agreement

This Legal CPS-PJ Agreement (the "Agreement") is made as of between Client Name: , an entity organized as with its principal place of business at , and Provider Name: , an entity organized as with its principal place of business at .

RECITALS

WHEREAS, Client requires certain consulting, professional and project management services relating to CPS-PJ initiatives (the "Services"); and

WHEREAS, Provider has represented that it possesses the skill, experience, personnel and resources necessary to perform the Services described herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of the Services on the terms and conditions of this Agreement.

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

1. DEFINITIONS

1.1 "Deliverables" means the tangible and intangible results of the Services to be delivered by Provider as described in Section 2 and Appendix A (if attached).
1.2 "Confidential Information" means nonpublic information disclosed by a party that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

2. SCOPE OF SERVICES

Provider shall perform the Services described in the project description below and any mutually agreed written statements of work. Provider shall furnish all labor, materials, equipment and management necessary to deliver the Deliverables in a professional and workmanlike manner consistent with industry standards.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth below. Unless otherwise agreed in writing, all fees are due within thirty (30) days of invoice.

3.2 Expenses. Client will reimburse Provider for pre-approved reasonable out-of-pocket expenses incurred in connection with performance of the Services upon presentation of supporting documentation.

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and continue until unless earlier terminated as provided herein.
4.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.
4.3 Termination for Cause. Either party may terminate immediately for material breach if the breaching party fails to cure within days after written notice specifying the breach.

5. CONFIDENTIALITY

Each party shall maintain Confidential Information of the other party in strict confidence and shall not disclose such information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed by the receiving party.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in a written statement of work, Provider grants to Client a nonexclusive, worldwide, royalty-free license to use the Deliverables for Client's internal business purposes. Provider hereby assigns to Client all right, title and interest in and to any Deliverables that are specifically commissioned under this Agreement and that are identified as work for hire to the extent assignable. Provider retains ownership of preexisting tools, methodologies, templates, and intellectual property that are used to develop the Deliverables, subject to the license granted herein.

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. Provider represents that the Services will be performed in a professional and workmanlike manner and in material conformity with the applicable statements of work.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence, willful misconduct or breach of an express warranty. Client shall indemnify Provider for claims arising from Client's misuse of the Deliverables or Client-provided materials.

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 special, indirect, incidental or consequential damages. The aggregate liability of each party under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

10. NOTICES

All notices or other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or such other address as either party designates by notice in accordance with this section.

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party to exercise any right shall not constitute a waiver of that right.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any attached statements of work and appendices, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

13. GOVERNING LAW; COUNTERPARTS

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflicts of law principles. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. MISCELLANEOUS

14.1 Independent Contractor. Provider is an independent contractor and not an employee, partner or agent of Client. Provider shall be responsible for all federal, state and local taxes related to the compensation paid to Provider under this Agreement.
14.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor to substantially all of its business or assets to which this Agreement relates.

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