Legal Essential Agreement

LEGAL ESSENTIAL AGREEMENT

This Legal Essential Agreement (the "Agreement") is made and entered into as of Day: Month: Year: by and between Client Name: with Principal Place of Business: and Service Provider Name: with Principal Place of Business: .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional services described herein and Service Provider represents that it has the skill and experience to perform such services in accordance with the terms of this Agreement.

WHEREAS, the parties wish to set forth the terms and conditions governing the performance of such services, the ownership of deliverables, the protection of Confidential Information, and the allocation of risk between them.

WHEREAS, the parties intend that this Agreement constitute a binding contract enforceable at law.

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

1. DEFINITIONS

1.1 "Effective Date" means the date set forth above. 1.2 "Services" means the work to be performed by Service Provider as described in Section 2 and the Service Description. 1.3 "Confidential Information" means all non-public information disclosed by one party to the other in any form 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.

2. SCOPE OF SERVICES

2.1 Service Provider shall provide the Services described below and in any written attachments executed by the parties. Service Provider agrees to perform the Services in a professional and workmanlike manner consistent with industry standards.

3. COMPENSATION

3.1 As consideration for the Services, Client shall pay Service Provider the fees set forth below subject to the payment terms in Section 3.2. All fees are exclusive of taxes, which shall be borne by the party required to pay them by law.

4. CONFIDENTIALITY

4.1 Each party shall (a) hold in confidence and not disclose any Confidential Information of the other party except as expressly permitted by this Agreement; (b) use the Confidential Information only to perform its obligations under this Agreement; and (c) limit access to Confidential Information to its employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

4.2 Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

4.3 Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all Confidential Information and certify in writing the same upon request.

5. INTELLECTUAL PROPERTY

5.1 Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to all deliverables and work product created specifically for Client under this Agreement, including all intellectual property rights therein, upon full payment of all fees due. Service Provider shall retain ownership of its pre-existing tools, libraries and methodologies, and grants Client a non-exclusive, non-transferable license to the extent necessary to use the deliverables.

5.2 Each party represents that it has the right to grant the rights granted herein and that the deliverables will not infringe the intellectual property rights of any third party.

6. TERM AND TERMINATION

6.1 The term of this Agreement shall commence on the Effective Date and continue until completion of the Services or until terminated in accordance with this Section. Either party may terminate this Agreement upon days' prior written notice to the other party.

6.2 Either party may terminate immediately for material breach if the other party fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not affect rights or obligations accrued prior to termination.

6.3 Sections concerning Confidentiality, Intellectual Property, Indemnification, Governing Law and any other provisions which by their nature survive termination shall survive expiration or termination of this Agreement.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that performance of this Agreement will not violate any agreement with any third party.

7.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors and employees (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence or willful misconduct.

8.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. NOTICES

9.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses specified below by hand, nationally recognized overnight courier, certified mail (return receipt requested) or by email with confirmation of receipt.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 No amendment or modification of this Agreement shall be valid unless it is in writing and signed by authorized representatives of both parties. 10.2 No failure or delay by either party in exercising any right shall operate as a waiver of that right. 10.3 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 be binding.

11. MISCELLANEOUS

11.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

11.2 Force Majeure. Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, strikes, terrorist acts, or governmental actions, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules.

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

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 invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

Sign Now