Legal Document New Pack

LEGAL DOCUMENT NEW PACK

This Legal Document New Pack (the "Agreement") is entered into as of the Effective Date: by and between Provider Name: , with principal place of business at (hereinafter "Provider"), and Client Name: , with address at (hereinafter "Client").

RECITALS

WHEREAS, Provider provides professional services and deliverables described in Section 2 below and Client desires to retain Provider to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth the rights, duties and responsibilities of each party with respect to the Services, Confidential Information, and any resulting intellectual property.

WHEREAS, the parties wish to document certain optional terms selected for this engagement, including payment milestones, insurance requirements and notice addresses as set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the professional services and deliverables to be performed by Provider as described in Section 2. "Confidential Information" means information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

1.2 Additional definitions (if any):

2. SCOPE OF SERVICES

2.1 Provider shall provide the Services described below and shall use commercially reasonable efforts, skill and care in the performance thereof. The Services shall include, without limitation, the following:

2.2 Provider shall perform the Services in accordance with the schedule set forth below or as otherwise mutually agreed in writing by the parties.

3. COMPENSATION; EXPENSES; PAYMENT TERMS

3.1 As full compensation for the Services, Client shall pay Provider the fees set forth below in accordance with the payment schedule. All fees are exclusive of taxes unless otherwise stated.

3.2 Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall reimburse Provider for reasonable out-of-pocket expenses pre-approved in writing.

4. CONFIDENTIALITY

4.1 Each party shall maintain in confidence Confidential Information of the other party and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law.

4.2 The obligations of confidentiality shall survive termination for a period of years, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

5.1 Except as expressly set forth below, Provider hereby assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement, subject to payment in full.

5.2 Provider shall grant Client a non-exclusive, worldwide, royalty-free license to any Provider pre-existing intellectual property embedded in Deliverables to the extent reasonably necessary for Client’s use of the Deliverables.

6. TERM AND TERMINATION

6.1 This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Section.

6.2 Either party may terminate for material breach if such breach remains uncured for a period of days after written notice. Either party may terminate immediately for insolvency or bankruptcy of the other.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that its performance will not violate any applicable law or contractual obligation.

7.2 Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

8. INDEMNIFICATION

8.1 Provider shall indemnify, defend and hold harmless Client from and against any third-party claim arising from Provider’s gross negligence or willful misconduct in performing the Services. Client shall indemnify Provider for claims arising from Client’s use of Deliverables in breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from fraud, willful misconduct, or the indemnification obligations set forth in Section 8, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and each party’s aggregate liability shall be capped at the greater of the fees paid under this Agreement in the prior twelve (12) months or the amount set forth in the Indemnity Cap above.

10. INSURANCE

10.1 Provider shall maintain, at its expense, insurance coverage appropriate to the Services performed, including commercial general liability and professional liability insurance with minimum limits of .

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify by notice in accordance with this Section.

12. AMENDMENTS; WAIVER

12.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of laws principles.

14. ENTIRE AGREEMENT

14.1 This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15. SEVERABILITY

15.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

16. COUNTERPARTS

16.1 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.

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