Legal eSign Document Template

LEGAL ESIGN DOCUMENT TEMPLATE

This Agreement (the "Agreement") is made and entered into as of the , by and between Client Name: , an entity of the type Individual Corporation LLC with principal place of business at ; and Service Provider Name: , an entity of the type Individual Corporation LLC with principal place of business at .

RECITALS

WHEREAS, Party A desires to engage Party B to perform certain services described herein, and Party B has the experience and capability to perform such services under the terms set forth in this Agreement;

WHEREAS, the parties wish to set forth the terms and conditions under which Party B will provide such services and to document the rights and obligations of each party;

WHEREAS, the parties intend that this Agreement may be executed and delivered by electronic signature and that such signatures shall be binding for all purposes.

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

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the following meanings: "Effective Date" means the date first written above; "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential; "Services" means the services to be performed by Party B as described in Section 2 below.

2. SCOPE OF SERVICES

Party B shall perform the Services described below in a professional and workmanlike manner in accordance with industry standards. The parties agree the Services are:

3. TERM

This Agreement commences on the Effective Date and shall continue for a period of months unless earlier terminated as provided in this Agreement.

4. COMPENSATION

In consideration for the Services, Party A shall pay Party B the amounts set forth below in accordance with the payment schedule. All fees are exclusive of taxes, which shall be the responsibility of the paying party unless otherwise required by law.

5. ELECTRONIC SIGNATURES AND DELIVERY

The parties agree that this Agreement, any amendments, and any related documents may be executed by electronic means and that such electronic signatures are intended to authenticate this Agreement and to have the same force and effect as original signatures. Delivery by electronic transmission, including PDF or other agreed electronic format, shall constitute effective delivery for all purposes.

Each party hereby expressly consents to the use of electronic signatures and electronic delivery of documents in connection with this Agreement.

6. CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement, or that is rightfully obtained from a third party without restriction.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all intellectual property developed or created by Party B in the course of performing the Services shall be the property of Party A upon full payment. Party B hereby assigns to Party A all right, title and interest in such intellectual property and will execute any documents reasonably requested to effectuate such assignment. Pre-existing materials of Party B remain the sole property of Party B and are licensed to Party A only to the extent necessary to receive and use the deliverables.

8. 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 perform its obligations hereunder, and that the execution and delivery of this Agreement shall not violate any other agreement or obligation. Party B further represents that Services will be performed in a professional manner consistent with industry standards.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, willful misconduct or negligence, except to the extent such claims arise from the Indemnified Party's own acts or omissions.

10. 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 incidental, consequential, special or punitive damages, and each party's aggregate liability for claims arising out of or related to this Agreement shall be limited to the total fees paid or payable by Party A to Party B under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

11. TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or electronic mail with confirmation to the addresses below.

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right will operate as a waiver of that right.

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, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the original intent.

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 (including facsimile and electronic transmission of scanned signatures) shall be binding.

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