Legal Document for Daniel Benitez

LEGAL DOCUMENT FOR DANIEL BENITEZ

This Professional Services Agreement (the Agreement) is made and entered into as of Effective Date: by and between Contractor Name: (hereinafter "Contractor") and Client Name: (hereinafter "Client"). Contractor and Client are each a Party and together the Parties.

RECITALS

WHEREAS, Client desires to retain Contractor to perform certain professional services as set forth in this Agreement; and

WHEREAS, Contractor represents that Contractor has the qualifications, skill, and experience to perform such services and is willing to provide the services under the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their rights and obligations with respect to the engagement in a written Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Contractor to perform the services described in the Scope of Services and Contractor accepts such engagement on the terms of this Agreement.

2. TERM; TERMINATION

2.1 Term. This Agreement shall commence on Commencement Date: and shall continue until Completion Date: unless earlier terminated as provided below.

2.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination.

2.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any term of this Agreement and fails to cure such breach within 15 days after receipt of written notice identifying the breach.

3. COMPENSATION; PAYMENT TERMS

3.1 Compensation. Client shall pay Contractor the fees set forth below in consideration for the performance of the Services.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means any information disclosed by one Party to the other Party, whether in writing, orally, electronically, or by inspection, that is marked confidential or that a reasonable person would understand to be confidential under the circumstances.

4.2 Obligations. The receiving Party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as authorized in writing or as required by law.

5. INTELLECTUAL PROPERTY

5.1 Work Product. All original works of authorship, inventions, discoveries, designs, developments, improvements, and other deliverables conceived, reduced to practice, or developed by Contractor in the performance of the Services (collectively, Work Product) shall be the exclusive property of Client upon full payment of amounts due under this Agreement. To the extent any such Work Product is not a work made for hire, Contractor hereby assigns and transfers to Client all right, title, and interest in and to such Work Product.

5.2 Preexisting Materials. Contractor retains ownership of Contractor's preexisting materials and methodology and grants Client a nonexclusive, nontransferable license to use such preexisting materials solely as incorporated in the Work Product. Describe Preexisting Materials:

6. REPRESENTATIONS; WARRANTIES; INDEMNITY

6.1 Contractor Representations. Contractor represents and warrants that Contractor has the legal right and authority to enter into this Agreement and to grant the rights granted herein, that Contractor will perform the Services in a professional and workmanlike manner in accordance with industry standards, and that the Services and Work Product will not infringe the intellectual property rights of any third party.

6.2 Indemnification. Contractor shall indemnify, defend, and hold harmless Client and its affiliates from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by Contractor's breach of its representations, warranties, or its negligent or willful acts or omissions.

7. LIMITATION OF LIABILITY; INSURANCE

7.1 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or breaches of Sections 4 (Confidentiality) or 6 (Indemnity), neither Party shall be liable for any indirect, incidental, consequential, special, or punitive damages, and each Party's aggregate liability shall not exceed the Fees paid or payable to Contractor under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

8. INDEPENDENT CONTRACTOR

Contractor is an independent contractor. Nothing contained in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the Parties. Contractor shall be solely responsible for all taxes, withholdings and other statutory or contractual obligations of an independent contractor.

9. NOTICES

All notices required or permitted under this Agreement must be in writing and shall be delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested). Notice is effective upon receipt.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties.

10.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery by electronic transmission of a signature shall have the same force and effect as delivery of an original signature.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

11.2 Entire Agreement. 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.

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid provision that comes closest to the Parties' intent.

12. MISCELLANEOUS

12.1 Assignment. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Client may assign this Agreement in connection with a sale of all or substantially all of its assets or equity.

12.2 Relationship of the Parties. The Parties acknowledge that no fiduciary relationship is created by this Agreement and that each Party acts in its own interest.

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