Legal Document Ultima Hoja

Legal Document Ultima Hoja

This Agreement is made as of (the Effective Date) by and between , an entity organized as Entity Type: Corporation LLC Individual, with principal address at (\"Party A\"), and , an entity organized as Entity Type: Corporation LLC Individual, with principal address at (\"Party B\"). Party A and Party B are sometimes referred to individually as a \"Party\" and collectively as the \"Parties.\"

RECITALS

WHEREAS, Party A has expertise, assets and obligations related to certain services, deliverables or claims described herein; and

WHEREAS, Party B desires to engage Party A and Party A is willing to provide such services or to resolve existing matters between the Parties on the terms set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth their final mutual understandings, allocations of risk and the terms by which any obligations between them shall be governed and enforced.

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

1. DEFINITIONS

1.1. Capitalized terms used in this Agreement shall have the meanings set forth in this Section unless otherwise provided. \"Confidential Information\" means non-public business, technical and financial information disclosed by one Party to the other, whether in oral, written or electronic form, that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

1.2. \"Claims\" means any action, cause of action, claim, demand, loss, liability, damage, cost or expense (including reasonable attorneys' fees and costs) asserted by any person or entity.

2. SUBJECT MATTER AND SERVICES

2.1. Scope. Party A shall perform or provide the services, deliverables or other performance described as follows:

2.2. Changes. Any material change to the scope must be set forth in a written amendment executed by authorized representatives of both Parties. Routine adjustments that do not affect material rights or obligations may be made by mutual written consent.

3. TERM

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

4. COMPENSATION AND PAYMENT

4.1. Fees. Party B shall pay Party A the fees set forth: USD and any reimbursable expenses described in an agreed invoice.

4.2. Invoices and Payment Terms. Party A shall submit invoices to Party B at the address for notices. Payment is due within days of receipt of a properly documented invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1. Each Party shall hold in confidence and not disclose any Confidential Information of the other Party except (a) to employees, agents or advisors with a need to know, and (b) as required by law. The receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets will be protected for so long as they retain trade secret status under applicable law.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) execution and performance of this Agreement will not violate any agreement, law or obligation to a third party; and (c) it will perform its obligations in a professional manner consistent with industry standards.

7. TERMINATION

7.1. Either Party may terminate this Agreement upon thirty (30) days' prior written notice if the other Party materially breaches any provision of this Agreement and fails to cure the breach within the notice period.

7.2. Termination shall not relieve either Party of obligations accrued prior to the effective date of termination, including payment for services properly rendered and the confidentiality obligations set forth herein.

8. INDEMNIFICATION

Each Party (the Indemnitor) shall indemnify, defend and hold harmless the other Party (the Indemnitee) from and against any third-party Claims to the extent arising out of the Indemnitor's negligent acts, willful misconduct or breach of this Agreement, provided that the Indemnitee gives prompt written notice of such Claim and reasonably cooperates in the defense.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE TOTAL AGGREGATE LIABILITY OF A PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO PARTY A DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. NOTICES

All notices, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the Parties at the addresses below by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier. Notices shall be deemed given upon receipt.

11. AMENDMENT AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed 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.

12. 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 transmitted by electronic means shall have the same force and effect as originals.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to choice of law principles that would apply the laws of another jurisdiction.

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired and the Parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that achieves, to the greatest extent possible, the economic and business objectives of the original provision.

16. SIGNATURES

The Parties, by signing below, acknowledge that they have read and understood all provisions of this Agreement, that they have the authority to bind the entity for which they sign, and that they accept the terms and conditions set forth herein.

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