Legal Document for Effective Services

LEGAL DOCUMENT FOR EFFECTIVE SERVICES

This Services Agreement ("Agreement") is entered into as of by and between Client Name: , a/an with principal place of business at , and Service Provider Name: , a/an with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services described herein and Service Provider has represented that it has the skill, experience and resources to perform such services in a competent and professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services and Client will compensate Service Provider.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the tasks and deliverables described in the Scope of Services set forth in Section 2. "Deliverables" means tangible or intangible results delivered to Client as specified in this Agreement. "Confidential Information" has the meaning set forth in Section 7.

2. SCOPE OF SERVICES

Service Provider shall perform the services described below in a professional and timely manner consistent with industry standards. Specific tasks, milestones, and Deliverables are:

Additional work or changes to the Scope of Services shall be made only by written change order signed by authorized representatives of both parties stating any changes to fees, schedule, or Deliverables.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Upon termination for convenience, Service Provider shall be paid for Services performed through the effective date of termination and for any non-cancellable obligations reasonably incurred.

3.3 Termination for Cause. Either party may terminate this Agreement upon material breach by the other party if such breach is not cured within fifteen (15) days after receipt of written notice specifying the breach.

4. COMPENSATION; INVOICING; EXPENSES

4.1 Fees. Client shall pay Service Provider the fees set forth below or in an executed statement of work. Fee structure:

4.2 Invoicing and Payment. Service Provider shall submit invoices monthly (unless otherwise agreed) and Client shall pay undisputed amounts within thirty (30) days of receipt. Disputed amounts must be identified in writing with specific reasons for dispute and will not waive the obligation to pay undisputed amounts.

4.3 Expenses. Client will reimburse Service Provider for pre-approved out-of-pocket expenses incurred in connection with the Services upon submission of reasonable documentation.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement.

5.3 Exclusions. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-Existing Materials. Each party retains all right, title and interest in and to materials and intellectual property owned by that party prior to the Effective Date and not developed under this Agreement.

6.2 Work Product. Subject to Client's payment of all amounts due, Service Provider hereby assigns to Client all right, title and interest in and to Deliverables first created under this Agreement, excluding Service Provider's tools, methodologies and pre-existing materials. To the extent any rights cannot be assigned, Service Provider grants Client a perpetual, irrevocable, worldwide, royalty-free license to use such Deliverables for Client's business purposes.

7. REPRESENTATIONS; WARRANTIES; DISCLAIMER

Service Provider represents and warrants that (a) it has the full right, power and authority to enter into this Agreement and perform the Services; (b) the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) to Service Provider's knowledge, Deliverables will not infringe or misappropriate any third party's intellectual property rights. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 By Service Provider. Service Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claim alleging that the Deliverables, as delivered, infringe a third party's intellectual property rights, and shall pay damages finally awarded against, or agreed in settlement by, Service Provider with respect to such claim, provided Client gives prompt written notice and reasonable cooperation.

8.2 By Client. Client shall indemnify and hold harmless Service Provider from claims arising from Client's breach of this Agreement, Client materials or Client's misuse of the Deliverables.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE ACT GIVING RISE TO THE CLAIM.

10. INSURANCE

Service Provider shall maintain at its expense general liability and, where applicable, professional liability insurance in amounts reasonably customary for the Services performed. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

11. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including those related to data protection, export control and employment.

12. NOTICES

All notices 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 reputable overnight courier to the addresses below or to such other address as either party may designate by notice.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to the subject matter hereof. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. MISCELLANEOUS

15.1 Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employer-employee, joint venture or agency relationship. 15.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the obligations hereunder.

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