Legal Document DG Template

LEGAL DOCUMENT DG TEMPLATE

This Legal Document DG Template (the "Agreement") is made as of Effective Date: by and between Party A Name: , Entity Type: Corporation LLC Individual and Party A Address: (collectively, "Party A"), and Party B Name: , Entity Type: Corporation LLC Individual and Party B Address: (collectively, "Party B"). Party A and Party B are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Party A is engaged in the business described as: ; and

WHEREAS, Party B has represented that it has the experience, personnel and resources to provide the services and deliverables described in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Party B will provide specified services and deliverables to Party A.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means the tangible work product, reports, documents and other materials to be delivered by Party B to Party A under this Agreement, as described in the Specification attached hereto or as set forth in the Services section. Describe Deliverables:

2. SERVICES

2.1 Engagement. Party A engages Party B, and Party B accepts such engagement, to perform the services described in this Section and in the Deliverables. Services to be performed:

2.2 Performance Standard. Party B shall perform the services in a professional and workmanlike manner in accordance with industry standards. Party B shall remedy, at its expense, any deficiency in services that materially fails to conform to this Agreement within days after receipt of written notice.

3. TERM

3.1 Term. The term of this Agreement shall commence on the Effective Date set forth above and continue for a period of months, unless earlier terminated in accordance with Section 11.

4. COMPENSATION AND PAYMENT

4.1 Fees. Party A shall pay Party B fees in consideration for the services and Deliverables in the amount of USD, subject to the payment schedule below.

4.2 Payment Terms. Party B shall invoice Party A in accordance with the following schedule:

4.3 Late Payments. Unless otherwise agreed, amounts not paid within days of invoice date shall accrue interest at a rate of , or the maximum permitted by law, whichever is less.

5. EXPENSES

5.1 Reimbursable Expenses. Party A will reimburse Party B for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with the performance of services up to a maximum of USD per month, unless otherwise agreed in writing.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party shall hold in confidence and shall not disclose to any third party any Confidential Information of the other Party. "Confidential Information" means non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidentiality period (years): .

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except as expressly set forth in this Agreement, each Party retains all right, title and interest in and to its pre-existing intellectual property. With respect to new intellectual property created by Party B in connection with the Deliverables ("Work Product"), Party B hereby assigns to Party A, and agrees to execute any documents reasonably necessary to effectuate such assignment, all right, title and interest in and to the Work Product, subject to any third-party materials identified in the Specification.

7.2 License to Pre-Existing Materials. To the extent Party B incorporates pre-existing software, tools or materials into the Deliverables, Party B grants Party A a perpetual, worldwide, non-exclusive, royalty-free license to use such pre-existing materials to the extent necessary to use the Deliverables as delivered.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement, and that the Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

8.2 Party B Warranties. Party B warrants that the Deliverables will materially conform to the specifications set forth in the Services section for a period of days following acceptance.

9. INDEMNIFICATION

9.1 Indemnification by Party B. Party B shall indemnify, defend and hold harmless Party A and its officers, directors and employees from and against any third-party claims arising out of Party B's gross negligence, willful misconduct, or material breach of this Agreement, including any claim that the Deliverables infringe a third party's intellectual property rights, provided Party A gives Party B prompt written notice and cooperates in the defense.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY RESULTING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY PARTY A TO PARTY B UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.

11. TERMINATION

11.1 Termination for Convenience. Either Party may terminate this Agreement for any reason upon providing days' prior written notice to the other Party.

11.2 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within the cure period set forth in Section 2.2.

12. NOTICES

12.1 Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered to the address set forth below or to such other address as either Party may designate by notice to the other. Notices shall be deemed given upon delivery when delivered by hand, one business day after deposit with a nationally recognized overnight courier, or three days after deposit in the U.S. mail, postage prepaid.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

13.2 Waiver. No waiver of any breach or default shall be effective unless in writing and signed by the Party granting the waiver.

13.3 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 delivered by electronic means shall be binding.

14. GOVERNING LAW

14.1 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

15.1 This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

16. SEVERABILITY

16.1 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties to the fullest extent permitted by law.

17. MISCELLANEOUS

17.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

17.2 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the Parties.

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