Legal Document Sign Now Paperwork

Legal Document Sign Now Paperwork

This Legal Document Sign Now Paperwork (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: (Entity Type: Individual Corporation LLC Partnership ), with principal place of business at ; and Party B Name: (Entity Type: Individual Corporation LLC Partnership ), with principal place of business at .

Recitals

WHEREAS, Party A possesses certain expertise, skills, personnel, resources and capabilities and is willing to provide services as set forth in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform specific services and deliver certain work products under the terms and conditions contained herein; and

WHEREAS, the parties intend by this Agreement to set forth the rights, duties, and obligations of each party with respect to such services and deliverables.

Now, Therefore

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 "Services" means the services to be provided by Party A to Party B as described in Section 2. 1.2 "Deliverables" means tangible or intangible work product specifically delivered to Party B under this Agreement. 1.3 "Confidential Information" means non-public information disclosed by either party that is identified as confidential or that a reasonable person would understand to be confidential given the nature and circumstances of the disclosure.

2. Scope of Services

2.1 Party A shall perform the Services described in the Scope of Services below and shall deliver the Deliverables in accordance with any schedule agreed in writing by the parties. Failure to achieve milestone dates shall not be deemed a breach where caused by events outside of Party A's reasonable control, provided Party A gives prompt notice and takes commercially reasonable steps to cure.

3. Compensation

3.1 In consideration for the Services, Party B shall pay Party A the fees set forth below or in an attached schedule. Unless otherwise agreed, Party B shall pay undisputed invoices within thirty (30) days of receipt. Interest shall accrue on overdue amounts at the rate of 1.5% per month or the maximum permitted by law, whichever is less.

4. Confidentiality

4.1 Each party shall hold Confidential Information in strict confidence and shall not disclose such information to any third party except as necessary to perform its obligations or as required by law. 4.2 Confidential Information shall not include information that is publicly available, rightfully received from a third party without an obligation of confidentiality, or independently developed without use of the other party's Confidential Information.

5. Intellectual Property

5.1 Unless otherwise expressly agreed in writing, all preexisting intellectual property of each party shall remain the sole property of that party. 5.2 Subject to receipt of full payment, Party A hereby assigns to Party B all right, title and interest in and to any Deliverables created specifically for Party B under this Agreement, and Party A shall execute such documents and take such steps as reasonably requested to perfect such assignment.

6. Indemnification and Liability

6.1 Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. 6.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

7. Term and Termination

7.1 This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated in accordance with this Section. 7.2 Either party may terminate this Agreement for material breach if the breaching party fails to cure within thirty (30) days following written notice specifying the breach. 7.3 Upon termination, Party B shall pay Party A for all Services performed and expenses reasonably incurred up to the effective date of termination.

8. Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses designated by each party below. Notices shall be deemed given when delivered in person, when sent by confirmed facsimile or electronic mail with confirmation of receipt, or three (3) days after deposit with a nationally recognized overnight courier.

9. Amendments; Waiver; Counterparts

9.1 No amendment or modification of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties. 9.2 No failure or delay by either party in exercising any right shall operate as a waiver of that right. 9.3 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.

10. Governing Law; Entire Agreement; Severability

10.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles. 10.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations and agreements, whether oral or written. 10.3 If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

11. Miscellaneous Provisions

11.1 Relationship of the Parties: The parties are independent contractors and nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. 11.2 Assignment: Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets. 11.3 Remedies: The parties acknowledge that a breach of Sections concerning Confidential Information or intellectual property may cause irreparable harm for which monetary damages may be an inadequate remedy; accordingly, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies.

Sign Now