Legal Draft PFD

LEGAL DRAFT PFD

This Legal Draft PFD (the "Agreement") is made and entered into as of Effective Date: by and between Party A: , a/an organized under the laws of , with principal place of business at , and Party B: , a/an with principal place of business at . Each of Party A and Party B may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A is engaged in and has expertise and resources relevant to the subject matter of this Agreement;

WHEREAS, Party B desires to obtain from Party A certain services and deliverables as described herein, and Party A is willing to provide such services on the terms and conditions set forth in this Agreement;

WHEREAS, the Parties desire to set forth their rights and obligations with respect to the services, compensation and related matters in a written contract.

NOW, THEREFORE, in consideration of the mutual covenants and promises 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 "Confidential Information" means all non‑public information disclosed by one Party to the other, whether oral, written or electronic, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to trade secrets, business plans, financial information, software, technical data, and customer information.

1.2 "Deliverables" means the tangible and intangible work product described in Section 2 to be delivered by Party A to Party B pursuant to this Agreement.

2. SCOPE OF SERVICES

2.1 Services. Party A shall perform the services described in the Service Description attached hereto as Exhibit A and incorporated herein by reference. The services shall include but are not limited to:

2.2 Change Orders. Any changes to the scope of services shall be made only by a written change order signed by authorized representatives of both Parties describing the change in scope, adjustments to compensation, and any changes to the schedule.

3. TERM AND TERMINATION

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

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party, provided that the terminating Party gives written notice specifying the breach and the breaching Party fails to cure the breach within thirty (30) days after receipt of such notice.

3.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other Party. Upon termination, Party A shall be entitled to payment for services performed and reasonable costs incurred through the effective date of termination.

4. COMPENSATION AND PAYMENT

4.1 Fees. In consideration for the services, Party B shall pay Party A the fees set forth in the fee schedule below. Total estimated compensation: .

5. CONFIDENTIALITY

5.1 Obligation. Each Party shall maintain the confidentiality of Confidential Information of the other Party and shall not use or disclose such information except as necessary to perform its obligations under this Agreement or as required by law. The receiving Party shall use at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Exclusions. Confidential Information does not include information that (a) is or becomes generally known to the public through no act or omission of the receiving Party; (b) was rightfully in receiving Party's possession prior to receipt from the disclosing Party; (c) is rightfully obtained by the receiving Party from a third party without restriction; or (d) is independently developed by employees or agents of the receiving Party who had no access to such information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided herein, each Party retains all right, title and interest in and to its preexisting intellectual property. All Deliverables conceived, developed or reduced to practice by Party A specifically for Party B under this Agreement shall be deemed "Work Product." Unless otherwise agreed in writing, Party A hereby assigns to Party B all right, title and interest in and to the Work Product, subject to Party A's retained rights in its preexisting tools, methodologies and know-how.

6.2 License. To the extent ownership is not assigned, Party A grants Party B a perpetual, nonexclusive, worldwide, royalty‑free license to use the Deliverables for its internal business purposes.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

7.2 Party A Warranty. Party A warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Party A's sole obligation and the exclusive remedy for breach of this warranty shall be re-performance of the nonconforming services or, if Party A is unable to re-perform, a refund of the fees paid for the nonconforming services.

8. INDEMNIFICATION

8.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors and employees from and against any third‑party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Party A's breach of its representations, warranties or obligations under this Agreement, or from the gross negligence or willful misconduct of Party A.

8.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A from and against any third‑party claims arising from Party B's use of the Deliverables in a manner not authorized by this Agreement or from Party B's 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 TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a Party may designate by notice to the other Party.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties. No failure or delay by a Party in exercising any right under this Agreement shall operate as a waiver of such right.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising out of or related to this Agreement.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

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 (including by fax or as an attached electronic image) shall be binding and have the same force and effect as original signatures.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace any invalid provision with a valid provision that most nearly approximates the Parties' original intent.

15. MISCELLANEOUS

15.1 Relationship of Parties. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the Parties.

15.2 Publicity. Neither Party shall issue any press release or public statement relating to the existence or terms of this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld.

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