Legal CVS Document

Legal CVS Document

This Legal CVS Document (the "Agreement") is entered into as of by and between Client Name: (Client), a/an , with principal address at ; and Service Provider Name: (Provider), a/an , with principal address at .

Recitals

WHEREAS, Client requires certain commercial vendor services relating to procurement, distribution or related support activities described in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to provide the services specified in this Agreement and is willing to provide such services to Client on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth in writing the scope, compensation, confidentiality, and other terms governing their relationship.

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. Scope of Services

Provider shall provide the services described in the Service Schedule attached as Exhibit A and incorporated herein. The parties may summarize essential duties below; the Exhibit governs in the event of conflict.

2. Term

The term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with Section 9. The term may be extended by written agreement of the parties.

3. Compensation and Payment

Client shall pay Provider the fees set forth in Exhibit B. Except as otherwise expressly provided, Provider shall invoice Client monthly in arrears for services performed. Each invoice shall set forth fees, expenses, and applicable taxes.

Payment is due within days of Client’s receipt of a properly documented invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. Invoicing and Expenses

Unless otherwise agreed in writing, Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in connection with performance. Provider shall submit receipts or reasonable supporting documentation with each invoice.

5. Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or which reasonably should be understood to be confidential. Confidential information shall not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was lawfully in the Receiving Party’s possession prior to receipt; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s confidential information; or (d) is required to be disclosed by law, provided that the Receiving Party gives prompt notice and reasonable cooperation to seek protective relief.

6. Data Security and Compliance

Provider shall maintain administrative, physical and technical safeguards appropriate to the nature of the data processed and in compliance with applicable laws. Provider shall promptly notify Client of any unauthorized access to Client data and shall cooperate in mitigation and remediation efforts.

7. Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of pre-existing intellectual property and tools used to perform the services. Client is granted a non-exclusive, non-transferable license to use deliverables for its internal business purposes. Provider warrants that deliverables do not infringe third-party intellectual property rights.

8. 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 further warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards.

9. Indemnification

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses or damages arising out of Provider’s gross negligence, willful misconduct or breach of intellectual property representations, provided that Client gives prompt written notice of any claim and cooperates in the defense.

10. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED OR THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT DURING THE PRECEDING TWELVE (12) MONTHS, WHICHEVER IS LESS.

11. Termination

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Either party may terminate for convenience upon days’ prior written notice. Upon termination, Provider shall deliver all work in progress and reasonable transition assistance.

12. Insurance

Provider shall maintain insurance coverage reasonably appropriate to the services provided, including commercial general liability and worker’s compensation as required by law. Upon request, Provider shall provide certificates of insurance evidencing such coverage.

13. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, overnight courier, certified mail (return receipt requested) or electronic transmission with confirmation to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

14. Amendments; Waiver; Counterparts

No amendment or modification of this Agreement shall be effective unless executed in writing by authorized representatives of both parties. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right. 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.

15. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, understandings and agreements. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Miscellaneous

The parties shall comply with all applicable laws and regulations in performing their obligations. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

Sign Now