Legal DEF Document

Legal DEF Document

This Legal DEF Document (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: , an entity organized as Individual Corporation LLC, with principal place of business at ; and Party B Name: , an entity organized as Individual Corporation LLC, with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and expertise described herein and desires to retain Party B to perform such services under the terms of this Agreement; and

WHEREAS, Party B represents that it has the requisite experience, personnel, and resources to perform the services described in this Agreement and is willing to provide those services to Party A on the terms set forth herein.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the subject matter of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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 professional tasks and deliverables to be provided by Party B as described in Section 2. "Confidential Information" means non-public information disclosed by one party to the other pursuant to this Agreement that is designated confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

Party B shall perform the Services described as follows:

Party B shall perform the Services in a timely, professional manner consistent with industry standards. Any material changes to the scope shall require a written change order signed by authorized representatives of both parties.

3. TERM; TERMINATION

The term of this Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate this Agreement immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. COMPENSATION; PAYMENT TERMS

As consideration for the Services, Party A shall pay Party B the fees set forth below. Base fee or rate: per .

Party B shall submit invoices in accordance with the invoice schedule: . Payment is due within days of receipt of an undisputed invoice. Late payments shall accrue interest at the rate of on the outstanding balance.

5. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of Confidential Information of the other party and shall not disclose such information to any third party except as necessary to perform its obligations under this Agreement or as required by law. 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 obligations shall not apply to information that is (i) in the public domain through no fault of the receiving party, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all intellectual property and deliverables created specifically for Party A by Party B under this Agreement ("Work Product") shall be deemed "work made for hire" and ownership shall vest in Party A upon full payment. Party B hereby assigns to Party A all right, title, and interest in and to such Work Product. Notwithstanding the foregoing, Party B shall retain ownership of its pre-existing materials and tools used in connection with the Services, and Party A shall be granted a perpetual, non-exclusive license to any pre-existing materials incorporated into the deliverables solely to the extent necessary to use the Work Product.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party B represents that the Services will be performed in a professional and workmanlike manner in accordance with applicable industry standards.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. 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, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence, or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR CLAIMS ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY PARTY A TO PARTY B UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

Party B shall maintain, at its expense, insurance coverages appropriate to the Services, including commercial general liability with limits not less than per occurrence and professional liability/errors & omissions coverage with limits not less than . Upon request, Party B shall furnish certificates of insurance to Party A.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

12. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under 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, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations under this Agreement.

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in accordance with the parties' agreement to arbitrate where required by applicable law.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, including all exhibits and attachments 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. If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. 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.

MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. The parties acknowledge that they have read and understand this Agreement and that they have had the opportunity to obtain independent legal counsel prior to execution.

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