Legal Document Yaritza Justiniano

LEGAL DOCUMENT YARITZA JUSTINIANO

This Consulting and Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: ("Client"), and Service Provider Name: with principal address: ("Provider"). Each of Client and Provider may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to retain Provider to perform certain consulting and professional services described herein, and Provider has represented that Provider has the qualifications, experience and abilities to perform such services;

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will provide services to Client, including compensation, ownership of work product, confidentiality and remedies for breach; and

WHEREAS, Provider may be identified on certain schedules or statements of work as the party responsible for performing specific deliverables for Client.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. ENGAGEMENT; SERVICES

1.1 Engagement. Client hereby engages Provider, and Provider accepts such engagement, to perform the services described in Exhibit A (the "Services"), which Exhibit A shall identify the scope, deliverables and schedule. Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

1.2 Changes to Services. Any change to the scope, schedule or price for the Services shall be made only by a written amendment or written statement of work signed by authorized representatives of both Parties. Provider shall not be obligated to perform Services beyond the scope without such written agreement.

2. TERM

This Agreement shall commence on Commencement Date: and, unless earlier terminated in accordance with Section 10, shall continue for an initial term of (the "Term"). The Term may be extended only by written agreement of the Parties.

3. COMPENSATION AND PAYMENT

3.1 Fees. As full compensation for the Services, Client shall pay Provider fees in the amounts set forth in Exhibit B. The Parties agree that Provider's fee for the Services shall be: USD per .

3.2 Invoicing and Payment Terms. Provider shall invoice Client on the schedule set forth in Exhibit B. Unless otherwise agreed in writing, Client shall pay each invoice within days of Client's receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by either Party in written, oral or electronic form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, financial information and client lists.

4.2 Obligations. Each Party shall (a) hold the other Party's Confidential Information in strict confidence; (b) not use such Confidential Information except to perform its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

4.3 Exclusions. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) was lawfully in the receiving Party's possession prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the disclosing Party's Confidential Information.

5. INTELLECTUAL PROPERTY

5.1 Work Product. Except for Provider's pre-existing materials and tools, to the extent Creator's rights may be assigned under applicable law, Provider hereby assigns and transfers to Client all right, title and interest in and to all tangible deliverables and work product specifically prepared for Client under this Agreement ("Work Product"), including all copyrights and other intellectual property rights.

5.2 Provider Materials. Provider shall retain ownership of Provider's pre-existing materials, know-how, methodologies and tools. Provider grants Client a non-exclusive, non-transferable, royalty-free license to use Provider Materials to the limited extent incorporated in the Work Product solely for Client's internal purposes.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further represents that the Services will be performed in a professional manner consistent with industry practice and that, to Provider's knowledge, the Work Product will not infringe third-party intellectual property rights.

7. INDEMNIFICATION

Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any and all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligent acts, willful misconduct, or infringement of any intellectual property rights by the Work Product.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF SECTION 4 (CONFIDENTIALITY) OR SECTION 7 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

9. TERMINATION

9.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

9.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

9.3 Effect of Termination. Upon termination, Client shall pay Provider for Services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law and Miscellaneous provisions shall survive termination or expiration of this Agreement.

10. NOTICES

Notices to Client

Notices to Provider

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the address set forth above or such other address as a Party may specify in writing.

11. 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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all exhibits and statements of work referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, such provision shall be stricken and the remaining provisions shall remain in full force and effect.

13. AMENDMENT; WAIVER; COUNTERPARTS

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The waiver of any breach shall not be construed as a waiver of any subsequent breach. 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 binding.

14. MISCELLANEOUS

The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship. Each Party shall comply with all applicable laws in performing its obligations under this Agreement.

EXHIBIT A — DESCRIPTION OF SERVICES

EXHIBIT B — FEES AND PAYMENT SCHEDULE

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