Legal Document Form 5

Legal Document Form 5

This Services Agreement (the "Agreement") is entered into as of Effective Date: , by and between Party A: , an entity of type Individual Corporation Limited Liability Company Partnership, with principal place of business at ; and Party B: , an entity of type Individual Corporation Limited Liability Company Partnership, with principal place of business at . Each a "Party" and together the "Parties."

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and possesses relevant expertise and personnel to perform such services; and

WHEREAS, Party B desires to obtain from Party A certain services and deliverables as further described in this Agreement, and Party A is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the Parties intend to define their respective rights and obligations with respect to the provision of the services and deliverables.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the following meanings. "Services" means the professional services to be performed by Party A as described in Section 2. "Deliverables" means the tangible and intangible results of the Services to be delivered to Party B. "Effective Date" means the date set forth above. "Confidential Information" means non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

Party A shall provide the Services and Deliverables described below in a professional and workmanlike manner consistent with industry standards. Party A shall perform the Services in accordance with the schedule and milestones set forth in the Deliverables Description.

3. TERM

The term of this Agreement shall commence on the Effective Date and continue until , unless earlier terminated in accordance with Section 7.

4. COMPENSATION AND PAYMENT

In consideration for the performance of the Services, Party B shall pay Party A the fees set forth below. Fees shall be due and payable in accordance with the Payment Schedule. All sums are payable in lawful currency and are exclusive of taxes unless otherwise stated.

5. CONFIDENTIALITY

Each Party agrees to hold Confidential Information in strict confidence, to use such information solely for the performance of this Agreement, and not to disclose such information except to those employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein. The foregoing obligations do not apply to information which is or becomes public through no breach of this Agreement, is independently developed, or is required to be disclosed by law, provided that the disclosing Party provides prompt notice to permit the other Party to seek protective relief.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement and that performance will not violate any agreement with a third party. Party A further represents that the Services will be performed in a professional manner consistent with prevailing industry practices.

7. TERMINATION

Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice. Upon termination, Party B shall pay Party A for all Services performed and expenses incurred through the effective date of termination.

8. INDEMNIFICATION

Each Party (the "Indemnitor") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's breach of this Agreement, negligent acts, or willful misconduct.

9. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither Party shall be liable to the other for any consequential, incidental, special, punitive or exemplary damages. The aggregate liability of either Party for claims arising out of or relating to this Agreement shall not exceed in the aggregate.

10. INSURANCE

During the term of this Agreement, Party A shall maintain commercial general liability insurance and professional liability coverage in amounts sufficient to cover the risks associated with the Services. Upon request, Party A shall provide certificates of insurance evidencing such coverage.

11. NOTICES

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and addressed to the Parties at their respective addresses set forth below (or to such other address that a Party may specify in writing).

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by duly authorized representatives of both Parties. No failure or delay by a 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. Signatures transmitted by electronic means shall be binding.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties below. This Agreement, together with any exhibits and schedules attached 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. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

MISCELLANEOUS

The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The Parties agree to cooperate and execute such further documents as may be reasonably required to carry out the purposes of this Agreement.

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