Legal Fixed Agreement

LEGAL FIXED AGREEMENT

This Legal Fixed Agreement ("Agreement") is made as of by and between Client Name: with principal address at (hereinafter "Client"), and Service Provider Name: with principal address at (hereinafter "Provider").

RECITALS

WHEREAS, Client desires to engage Provider to perform the services described in this Agreement for a fixed fee and Provider is willing to provide such services on the terms and conditions set forth herein;

WHEREAS, Provider represents that it has the personnel, experience, and capability to perform the services in a professional manner consistent with industry standards;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will pay a fixed fee for such services;

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

1. DEFINITIONS

1.1 "Services" means the tasks, deliverables, and obligations described in Exhibit A attached hereto and incorporated by reference. 1.2 "Fixed Fee" means the total compensation payable by Client to Provider as set forth in Section 3. 1.3 "Term" means the period during which Provider will perform the Services as set forth in Section 2.

2. TERM

2.1 Commencement. The Provider shall commence performance of the Services on .

2.2 Termination Date. Unless earlier terminated in accordance with Section 6, this Agreement shall terminate on .

3. SCOPE OF SERVICES

3.1 Provider shall perform the Services with due care, skill, and diligence consistent with prevailing industry standards. Provider shall provide all labor, materials, equipment, and supervision necessary to complete the Services unless otherwise specified in Exhibit A.

4. FIXED FEE AND PAYMENT

4.1 Fixed Fee. Client shall pay Provider a fixed fee in the total amount of $ (the "Fixed Fee"), inclusive of all taxes and expenses, subject to the payment schedule below.

4.2 No Additional Fees. Except as expressly provided in Section 5 for changes or additional work, the Fixed Fee constitutes full compensation for all Services rendered under this Agreement.

5. CHANGES; ADDITIONAL WORK

5.1 Change Orders. Any change in the scope of Services must be set forth in a written change order signed by both parties, specifying the change, the impact on the Fixed Fee, and any adjustment to the Term.

5.2 Additional Work. Provider shall notify Client in writing if Provider believes requested work falls outside the scope described in Exhibit A. Provider may not proceed with additional work until Client approves a change order or other written authorization.

6. TERMINATION

6.1 For Cause. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the nature of the breach.

6.2 For Convenience. Client may terminate this Agreement for convenience upon thirty (30) days' prior written notice to Provider. In the event of termination for convenience, Provider shall be entitled to compensation for Services performed and reasonable costs incurred prior to termination, prorated from the Fixed Fee, but not for lost prospective profits.

7. CONFIDENTIALITY

7.1 Confidential Information. Each party acknowledges that in connection with this Agreement it may receive confidential or proprietary information ("Confidential Information"). The receiving party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except as required by law or with the disclosing party's prior written consent.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to any deliverables, work product, and materials specifically created for Client under this Agreement upon payment in full of the Fixed Fee. Provider retains ownership of its pre-existing tools, methodologies, and know-how.

8.2 License. To the extent Provider retains any proprietary rights in materials incorporated into deliverables, Provider grants Client a perpetual, nonexclusive, worldwide license to use such materials solely in connection with the deliverables and Client's internal business purposes.

9. REPRESENTATIONS AND WARRANTIES

9.1 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. Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

9.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

10.1 Provider shall indemnify, defend and hold Client harmless from and against any third-party claims, damages, liabilities, costs and expenses arising out of Provider's negligent acts, willful misconduct, or material breach of this Agreement.

10.2 Client shall indemnify, defend and hold Provider harmless from and against any third-party claims, damages, liabilities, costs and expenses arising out of Client's misuse of deliverables or breach of its obligations under this Agreement.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

12. NOTICES

12.1 All notices required or permitted to be given under this Agreement shall be in writing and delivered to the addresses below by hand delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be effective upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties. 13.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. 13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles.

14.2 Dispute Resolution. The parties agree to attempt in good faith to resolve disputes arising out of this Agreement promptly by negotiation between executives. If the dispute cannot be resolved by negotiation within thirty (30) days, the parties may pursue mediation or other agreed-upon alternative dispute resolution prior to commencing litigation.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement, including all exhibits and schedules attached 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.

15.2 Severability. If any provision of this Agreement is determined 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 the invalid, illegal, or unenforceable provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives of the affected provision.

MISCELLANEOUS

16.1 Relationship of the 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 them. 16.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in connection with a merger, reorganization, or sale of substantially all of its assets.

Sign Now