Legal Custom Document

LEGAL CUSTOM DOCUMENT

This Legal Custom Document (the "Agreement") is made and entered into as of by and between Party A: , whose principal place of business or residence is , and Party B: , whose principal place of business or residence is .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain professional services and possesses expertise and resources relevant to the matters contemplated by this Agreement;

WHEREAS, Party B desires to retain Party A to perform specified services under the terms and conditions set forth in this Agreement, and Party A is willing to perform such services for Party B;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the subject matter hereof in a single, binding agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings: (a) "Services" means the tasks, deliverables and obligations described in Section 2; (b) "Confidential Information" has the meaning set forth in Section 6; and (c) "Effective Date" means the date set forth above. Other capitalized terms used herein shall have the meanings ascribed to them in the body of this Agreement.

2. Scope of Services

2.1 Services. Party A shall perform the services described in the statement of work attached as Exhibit A or as otherwise defined in writing by the parties. All Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

2.2 Changes. Any material change to the scope, schedule or deliverables shall be subject to prior written agreement of the parties. Party A shall notify Party B in writing of any circumstances that reasonably require modification of the scope or schedule.

3. Compensation; Payment Terms

3.1 Fees. In consideration for the Services, Party B shall pay Party A the fees set forth in Exhibit B or as set forth in writing by the parties. Unless otherwise agreed, fees are payable within days of invoice.

3.2 Expenses. Party B shall reimburse Party A for reasonable, pre-approved expenses incurred in connection with the performance of the Services, subject to submission of appropriate receipts and documentation.

4. Term and Termination

4.1 Term. This Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with this Section.

4.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach.

4.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other party. In the event of termination, Party B shall pay Party A for all Services performed and authorized expenses incurred through the effective date of termination.

5. Confidentiality

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

5.2 Obligations. The receiving party shall (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) restrict disclosure to employees, agents or subcontractors having a need to know and who are bound by confidentiality no less protective than this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

5.3 Exceptions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, is lawfully received from a third party without restriction, or is independently developed without reference to the disclosing party's Confidential Information.

6. Representations and Warranties

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform this Agreement and that performance will not violate any other agreement or applicable law. Party A further warrants that Services will be performed in a professional manner consistent with industry standards.

7. Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, damages, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's breach of this Agreement, or (b) the Indemnifying Party's gross negligence or willful misconduct.

8. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. Intellectual Property

9.1 Ownership. Unless otherwise agreed in writing, Party A retains ownership of any pre-existing intellectual property and tools used in performing the Services. Deliverables specifically created for Party B and paid for in full under this Agreement shall be assigned to Party B, subject to Party A's retained rights in its pre-existing materials.

9.2 License. To the extent any background or pre-existing materials of Party A are incorporated in the Deliverables, Party A grants Party B a non-exclusive, perpetual, worldwide license to use such materials solely as incorporated in the Deliverables.

10. Notices

Notice to Party A

Notice to Party B

11. Amendments; Waiver; Counterparts

11.1 Amendments. No amendment or modification of this Agreement shall be valid unless in a writing signed by authorized representatives of both parties.

11.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

11.3 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 transmitted by facsimile or electronic image shall be binding.

12. Governing Law; Severability; Entire Agreement

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties: , without regard to principles of conflicts of law.

12.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

12.3 Entire Agreement. This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

13. Miscellaneous Provisions

13.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliated entity or in connection with a merger, sale of substantially all assets, or change of control.

13.2 Independent Contractor. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

Exhibits and Special Instructions

Attach or describe any exhibits, deliverable schedules, acceptance criteria, or special instructions below.

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