Legal CS Document

LEGAL CS DOCUMENT

This Consulting Services Agreement (the "Agreement") is made and entered into as of the Effective Date: / / , by and between Client Name: (the "Client"), Client Entity Type: Individual Corporation LLC Partnership , and Service Provider: (the "Service Provider"), Provider Entity Type: Individual Corporation LLC Partnership.

Recitals

WHEREAS, the Service Provider has professional experience and expertise in performing consulting and advisory services in the area described in this Agreement; and

WHEREAS, the Client desires to engage the Service Provider to perform certain consulting services and the Service Provider is willing to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend that certain information exchanged between them shall be maintained in confidence as provided in this Agreement.

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

1. Definitions

1.1 "Services" means the consulting, advisory, development and other professional services to be performed by the Service Provider as described in Section 2 and in the Scope of Services attached or referenced herein.

1.2 "Deliverables" means all work products, reports, designs, documentation, software code and other tangible items delivered to the Client pursuant to this Agreement.

2. Services

2.1 Scope. The Service Provider shall perform the Services described in the Scope of Services below in a professional and workmanlike manner consistent with industry standards.

3. Deliverables and Acceptance

3.1 Delivery. Unless otherwise agreed in writing, the Service Provider shall deliver the Deliverables in accordance with the schedule set forth in the Scope of Services. Time is of the essence only if expressly stated in writing.

3.2 Acceptance. The Client shall have days from receipt of a Deliverable to inspect and either accept or provide a written list of deficiencies. Failure to provide timely notice shall constitute acceptance.

4. Compensation and Payment

4.1 Fees. The Client shall pay the Service Provider fees in accordance with this Section. Fees for the Services shall be: $ plus applicable taxes, as set forth in the Scope of Services.

4.2 Late Payments. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. The Client shall also reimburse reasonable collection costs.

5. Expenses

The Client shall reimburse preapproved out-of-pocket expenses incurred by the Service Provider in performing the Services, provided that invoices and supporting documentation are submitted with each invoice.

6. Intellectual Property

6.1 Ownership. Unless otherwise expressly agreed in writing, the Service Provider hereby assigns to the Client all right, title and interest in and to the Deliverables created specifically for the Client under this Agreement, subject to the license to preexisting materials in Section 6.2.

6.2 Preexisting Materials. The Service Provider retains ownership of its preexisting software, tools, methodologies and know-how. The Service Provider grants the Client a non-exclusive, perpetual, worldwide license to use any preexisting materials to the extent incorporated into the Deliverables.

7. Confidentiality

7.1 Definition. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Obligations. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees or contractors on a need-to-know basis; and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

7.3 Exceptions. Confidential Information does not include information that is or becomes publicly available without breach, is rightfully received from a third party without restriction, or is independently developed without reference to Confidential Information.

8. Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and perform its obligations. The Service Provider warrants that the Services will be performed in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. Indemnification

The Service Provider shall indemnify, defend and hold harmless the Client from and against any third-party claims arising out of Service Provider's gross negligence, willful misconduct, or material breach of its representations and warranties. The Client shall indemnify the Service Provider for claims arising from the Client's misuse of the Deliverables or willful breach of this Agreement.

10. Limitation of Liability

Except for liability arising from indemnification obligations, breaches of confidentiality, or willful misconduct, neither party's aggregate liability to the other for any claim arising under this Agreement shall exceed the total fees paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

11. Term and Termination

11.1 Term. This Agreement shall commence on the Effective Date and continue for the period set forth in the Scope of Services unless earlier terminated in accordance with this Section.

11.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Upon termination, the Client shall pay for Services performed and reimbursable expenses incurred through the effective date of termination.

12. Notices

All notices and 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 to the other.

13. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes the assigning party's obligations hereunder.

14. Governing Law

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

15. Entire Agreement; Amendments; Waiver; Severability

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations. Any amendment or modification must be in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be effective as originals.

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