Legal Form 8971

LEGAL FORM 8971

This Legal Form 8971 (the "Agreement") is made and entered into as of , by and between Client Name: a Entity Type: Individual Corporation LLC, with principal address: (hereinafter "Client"), and Contractor Name: , a Individual Corporation LLC, with principal address: (hereinafter "Contractor").

RECITALS

WHEREAS, Client desires to engage Contractor to provide the services and deliverables described herein and Contractor represents that it has the qualifications, experience and abilities to perform such services; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance of services, ownership of deliverables, payment and confidentiality under the terms of this Agreement; and

WHEREAS, the parties intend this Agreement to constitute a legally binding contract enforceable in accordance with its terms.

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

1. DEFINITIONS

1.1 "Services" means the professional services to be performed by Contractor as set forth in Section 2 and in the Services Description field below.

1.2 "Deliverables" means the tangible and intangible work product, reports, documents, software, designs and other materials produced by Contractor specifically for Client under this Agreement.

2. SCOPE OF SERVICES

2.1 Services. Contractor shall provide the Services described here:

2.2 Performance Standard. Contractor shall perform the Services in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws and regulations.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Contractor a fee of $ for the Services, according to the schedule set forth below.

3.2 Payment Schedule. Payments are due within days of invoice. Late payments shall accrue interest at a rate of .

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and continue until completion of the Services or until terminated in accordance with this Section.

4.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

4.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of notice describing the breach.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or electronically.

5.2 Obligations. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as authorized in writing; and (c) use Confidential Information solely to perform its obligations under this Agreement.

5.3 Exceptions. Confidential Information does not include information that is: (a) publicly available through no fault of the receiving party; (b) rightfully received from a third party without breach; or (c) independently developed without use of the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Deliverables. Subject to Client's payment in full of all fees due under this Agreement, Contractor hereby assigns to Client all right, title and interest in and to the Deliverables, including all intellectual property rights therein. Contractor shall execute such instruments and take such actions as reasonably requested by Client to effectuate such assignment.

6.2 Contractor Materials. Notwithstanding the foregoing, Contractor retains ownership of its pre-existing materials, tools, templates and methodologies (collectively "Contractor Materials"). Contractor grants Client a non-exclusive, non-transferable license to use Contractor Materials solely as incorporated into the Deliverables for Client's internal business purposes.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Contractor Warranty. Contractor warrants that the Deliverables will materially conform to the specifications set forth in Section 2 for a period of days following delivery. Contractor shall, at its option and expense, repair or replace any non-conforming Deliverables.

8. INDEMNIFICATION

8.1 By Contractor. Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's breach of this Agreement, negligence, willful misconduct or infringement of third-party intellectual property rights.

8.2 By Client. Client shall indemnify, defend and hold harmless Contractor from and against claims arising from Client's breach of this Agreement, Client-provided content or instructions, or Client's misuse of the Deliverables.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. CONTRACTOR'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

10. NOTICES

Client Notice Address

Client Notice Email

Contractor Notice Address

Contractor Notice Email

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

12.1 Entire Agreement. This Agreement, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations.

12.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision that most closely reflects the parties' original intent.

12.3 Amendment. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13. WAIVER; COUNTERPARTS; ASSIGNMENT

13.1 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13.2 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 facsimile or electronic transmission shall be binding.

13.3 Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control.

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