Legal Document Combination

LEGAL DOCUMENT COMBINATION

This Legal Document Combination (the "Agreement") is made and entered into as of Effective Date: by and between Provider Name: with principal address: and Recipient Name: with principal address: .

Recitals

WHEREAS, Provider is in the business of providing professional services, deliverables and related confidential information and desires to make certain Services available to Recipient under the terms and conditions set forth in this Agreement; and

WHEREAS, Recipient desires to engage Provider to perform the Services described herein and to receive certain deliverables, subject to payment, intellectual property allocation and confidentiality obligations established below; and

WHEREAS, the parties intend by this Agreement to allocate risk, assign ownership of work product, and provide procedures for notices, termination and dispute resolution.

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

1. Definitions

1.1 "Services" means the services to be provided by Provider as described in Section 2. 1.2 "Deliverables" means all tangible and intangible materials, documentation and work product created by Provider in the performance of the Services. 1.3 "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential.

2. Services and Deliverables

Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Provider shall deliver Deliverables to Recipient in the form and according to the schedule specified in the Services Description. Acceptance of Deliverables shall occur as specified in the Services Description or, absent such specification, upon Recipient's written acknowledgment that Deliverables conform to the agreed specifications.

3. Fees and Payment

Payments shall be due within the payment terms specified in the Fee Structure. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Taxes, if any, shall be the responsibility of the party required to collect or remit such taxes under applicable law.

4. Confidentiality

Each party shall hold Confidential Information of the other in strict confidence and shall not use such information except to perform its obligations under this Agreement. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; or (c) is independently developed without use of or reference to Confidential Information of the disclosing party. The receiving party may disclose Confidential Information 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 in this Agreement.

5. Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of Provider Background Intellectual Property and grants to Recipient a limited, non-exclusive, non-transferable license to use any Provider Background Intellectual Property solely to the extent incorporated in the Deliverables for Recipient's internal business purposes. All Deliverables created specifically for Recipient under this Agreement shall be considered Work Product. Upon full payment of amounts due, Provider hereby assigns to Recipient all right, title and interest in such Work Product, subject to any third-party restrictions or preexisting Provider rights expressly reserved in writing.

6. Term and Termination

The term of this Agreement shall commence on the Effective Date and continue until the completion of the Services or earlier termination as provided herein. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice. Either party may terminate immediately for material breach by the other if such breach remains uncured for fifteen (15) days after written notice. Termination shall not relieve Recipient of its obligation to pay for Services rendered and expenses incurred prior to termination.

7. Warranties; Disclaimers

Provider warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

8. Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors and employees (the "Indemnified Parties") from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's gross negligence or willful misconduct or from a breach of its representations, warranties or covenants under this Agreement.

9. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR WILLFUL MISCONDUCT, A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Notices

All notices, requests, consents 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 written notice.

11. Amendments and Waiver

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

12. Counterparts

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. Signatures transmitted by electronic means shall be binding and enforceable for all purposes.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction designated below, without regard to its conflicts of law principles.

14. Entire Agreement

This Agreement, including any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether written or oral.

15. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic intent.

16. Miscellaneous

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership or joint venture relationship. The headings in this Agreement are for convenience only and shall not affect interpretation.

Sign Now