Legal FCT Forms

LEGAL FCT FORMS SERVICES AGREEMENT

This Legal FCT Forms Services Agreement (the "Agreement") is made as of Effective Date: by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client requires specialized legal form templates, custom drafting and ongoing maintenance of Legal FCT Forms (the "FCT Forms") for use in Client's operations; and

WHEREAS, Service Provider has experience, personnel and resources necessary to develop, supply and maintain the FCT Forms and related services (the "Services"); and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such Services.

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

1. DEFINITIONS

1.1 "Deliverables" means the FCT Forms, document templates, and any final files or materials delivered to Client under this Agreement. "Confidential Information" means nonpublic information disclosed by a party that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

2. SERVICES

2.1 Service Provider shall prepare, adapt and deliver the FCT Forms and related documentation in accordance with specifications mutually agreed in writing. Services shall be provided in a professional and workmanlike manner consistent with industry standards.

2.2 Revisions: Service Provider shall make two rounds of reasonable revisions to Deliverables at no additional fee. Additional revisions will be billed as stated in Section 3.

3. FEES AND PAYMENT

3.1 Fees: Client shall pay Service Provider fees as follows: Base Fee: and Hourly Rate for additional work: per hour.

3.2 Invoices are payable within days of invoice date. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. All fees are exclusive of taxes; Client shall pay any applicable sales, use or other taxes, excluding taxes based on Service Provider's income.

4. TERM AND TERMINATION

4.1 Term: This Agreement commences on the Effective Date and continues for an initial term of months, unless earlier terminated in accordance with this Section.

4.2 Termination for Cause: Either party may terminate this Agreement 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.

4.3 Effect of Termination: Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client any completed Deliverables upon receipt of all undisputed fees due.

5. CONFIDENTIALITY

5.1 Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose it except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.2 The obligations in this Section shall not apply to information that (a) is or becomes publicly available through no fault of the receiving party, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the disclosing party's Confidential Information. Remedies for breach include injunctive relief and damages.

6. INTELLECTUAL PROPERTY

6.1 Pre-existing Materials: Each party retains all right, title and interest in its pre-existing materials and intellectual property. Service Provider grants Client a non-exclusive, non-transferable license to use Service Provider's pre-existing templates incorporated into the Deliverables solely for Client's internal business purposes.

6.2 Ownership of Deliverables: Upon full payment, Service Provider assigns to Client all right, title and interest in the Deliverables that are created specifically for Client under this Agreement, subject to Service Provider's retained rights in any underlying tools, methodologies or templates not developed exclusively for Client.

7. WARRANTIES; DISCLAIMER

7.1 Service Provider warrants that the Services will be performed in a professional manner in accordance with generally accepted industry standards. Client's exclusive remedy for breach of this warranty shall be re-performance of the nonconforming Services or, at Service Provider's option, a refund of amounts paid for the nonconforming Services.

7.2 EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 7.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Service Provider's gross negligence, willful misconduct or material breach of this Agreement, provided that Client gives prompt written notice of any claim and cooperates in the defense.

8.2 Client shall indemnify, defend and hold harmless Service Provider from and against claims arising from Client's use of the Deliverables other than as permitted by this Agreement or from Client-provided content.

9. LIMITATION OF LIABILITY

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations and professional rules in performing its obligations under this Agreement. Service Provider shall maintain adequate records relating to performance and shall permit Client to inspect such records upon reasonable notice for the purpose of verifying compliance.

11. NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by written notice.

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in enforcing any right is a waiver of that right.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

14. GOVERNING LAW; JURISDICTION

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 disputes arising out of this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any 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 and communications. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ADDITIONAL PROVISIONS

Sign Now