Legal Final Document Template

LEGAL FINAL DOCUMENT TEMPLATE

This Final Agreement (the Agreement) is made effective as of Effective Date: by and between Party A Name: (entity type: Individual Corporation LLC Partnership Other ), principal place of business at ; and Party B Name: (entity type: Individual Corporation LLC Partnership Other ), principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the provision of certain goods, services and deliverables described herein and maintains the necessary personnel, expertise, and facilities to perform such obligations; and

WHEREAS, Party B desires to retain Party A to provide the services and deliverables set forth in this Agreement and Party A desires to provide such services under the terms and conditions contained in this Agreement; and

WHEREAS, the parties intend by this Agreement to allocate risk, establish payment terms, and define ownership and confidentiality obligations with respect to the services and resulting deliverables.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the tasks, work product and deliverables to be performed by Party A as described in Section 2. 1.2 "Deliverables" means tangible or digital items delivered to Party B under this Agreement. 1.3 Terms not otherwise defined herein shall have their ordinary contractual meaning.

2. SCOPE OF SERVICES

2.1 Party A shall perform the Services described as follows:

2.2 Party A shall use commercially reasonable efforts to perform the Services in a professional and workmanlike manner in accordance with industry standards and applicable law.

3. TERM

3.1 This Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with Section 11.

4. COMPENSATION AND PAYMENT

4.1 In consideration for the Services, Party B shall pay Party A the amounts set forth below in lawful currency. Party B shall pay Party A the sum of per .

4.2 Unless otherwise stated, invoices are due within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Each party agrees to hold in confidence and not disclose Confidential Information of the other party except as necessary to perform under this Agreement or as required by law. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential.

5.2 The obligations in this Section shall survive termination for a period of years.

6. INTELLECTUAL PROPERTY

6.1 Unless otherwise agreed in writing, all Deliverables conceived, developed or delivered under this Agreement shall be the exclusive property of . Party A hereby assigns to that owner all right, title and interest in such Deliverables, subject to payment in full.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. 7.2 Party A warrants that the Services will be performed in a professional manner in accordance with generally accepted industry standards.

8. INDEMNIFICATION

8.1 Each party shall indemnify, defend and hold harmless the other 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.

9. LIMITATION OF LIABILITY

9.1 Except for liability resulting from a party's gross negligence, willful misconduct, or breach of Section 5 (Confidentiality) or Section 6 (Intellectual Property), neither party shall be liable for consequential, incidental, special or punitive damages. 9.2 Each party's aggregate liability shall not exceed the fees paid during the 12 months preceding the claim.

10. TERMINATION

10.1 Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of days after written notice. 10.2 Upon termination, Party B shall pay Party A for Services performed and Deliverables delivered through the effective date of termination.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and deemed delivered when delivered in person, by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses below.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 This Agreement may be amended only by a written instrument executed by both parties. 12.2 No failure or delay in exercising any right shall operate as a waiver. 12.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 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.

13.2 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, representations and understandings.

13.3 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

EXECUTION

The parties have executed this Agreement as of the Effective Date set forth above.

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