Legal Document Template

LEGAL DOCUMENT TEMPLATE

This Legal Services Agreement ("Agreement") is entered into as of by and between Client Name: , an entity of type Individual Corporation Limited Liability Company , with principal address at ; and Service Provider Name: , an entity of type Individual Corporation Limited Liability Company , with principal address at .

RECITALS

WHEREAS, Client desires to obtain the services described herein and Service Provider represents that it has the experience and capability to perform such services in accordance with the terms of this Agreement; and

WHEREAS, Service Provider will perform the scope of work set forth below and the parties intend that such work and the terms of compensation, confidentiality, and ownership of deliverables be governed by this Agreement; and

WHEREAS, the parties desire to set forth their entire agreement with respect to the services, compensation, and related obligations in this written Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Legal Services Agreement and all exhibits, schedules and appendices attached hereto. "Services" means the work to be performed by Service Provider as described in Section 2. "Deliverables" means tangible or intangible work product delivered to Client in connection with the Services.

2. SCOPE OF SERVICES

Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and shall deliver the Deliverables in accordance with any schedule agreed by the parties.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

3.3 Effect of Termination. Upon termination, Client shall pay Service Provider for Services performed and Deliverables provided through the effective date of termination. Sections concerning confidentiality, indemnification, ownership, and limitation of liability shall survive termination.

4. COMPENSATION; PAYMENT

Unless otherwise set forth in writing, invoices shall be due and payable within thirty (30) days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. Client shall reimburse Service Provider for reasonable out-of-pocket expenses pre-approved in writing.

5. CONFIDENTIALITY

Each party agrees to keep confidential all non-public information disclosed by the other party 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. Confidential information shall not include information that is or becomes publicly known without breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in writing, Service Provider retains all ownership and intellectual property rights in any pre-existing materials and methodologies. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use Deliverables solely for Client's internal business purposes.

6.2 Third-Party Materials. Service Provider shall disclose any third-party materials included in the Deliverables and shall obtain necessary licenses for Client's intended use or, where required, identify items subject to separate licensing.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to carry out its obligations hereunder. Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Service Provider shall indemnify, defend, and hold harmless Client from and against any and all third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) to the extent arising out of Service Provider's gross negligence, willful misconduct, or material breach of this Agreement.

9. LIMITATION OF LIABILITY

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

10. INSURANCE

Service Provider shall maintain commercially reasonable insurance coverage appropriate to the Services, including general liability and professional liability insurance, and shall provide certificates evidencing such coverage upon Client's request.

11. NOTICES

All notices required or permitted 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 nationally recognized overnight courier to the addresses below.

12. AMENDMENTS

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

13. WAIVER

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce such provision subsequently.

14. 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.

15. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, 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.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent as nearly as possible.

17. 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. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

18. MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, or joint venture relationship.

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