Legal Form Document

LEGAL FORM DOCUMENT

This Agreement is made and entered into as of Effective Date: , by and between Client Name: , an entity type: Individual Corporation LLC and whose principal place of business or address is ; and Service Provider Name: , an entity type: Individual Corporation LLC and whose principal place of business or address is .

RECITALS

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

WHEREAS, Service Provider agrees to provide such services to Client under the terms, covenants, and conditions set forth in this Agreement, including but not limited to confidentiality obligations and assignment of deliverables as set forth below; and

WHEREAS, the parties wish to set forth the terms and conditions of their agreement in writing.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this document and all schedules and attachments hereto. "Deliverables" means all tangible and intangible materials, work product, designs, reports, and inventions created, developed, or delivered by Service Provider pursuant to this Agreement. "Confidential Information" means non-public business, technical, financial, and other proprietary information disclosed by a party 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 perform the services described in the Scope of Services below and shall deliver the Deliverables in accordance with the schedule and specifications set forth therein.

3. COMPENSATION

3.1 Client shall pay Service Provider the fees set forth below in consideration for the performance of the services. Fees are exclusive of taxes, unless otherwise agreed in writing.

4. TERM AND TERMINATION

4.1 This Agreement shall commence on Commencement Date: , and shall continue until Completion Date: , unless earlier terminated as provided herein.

4.2 Either party may terminate this Agreement for material breach by the other party upon thirty (30) days' prior written notice specifying the nature of the breach and the cure period if the breach is curable. Termination for convenience by Client requires thirty (30) days' prior written notice; in such case Provider shall be paid for services performed through the termination date.

5. CONFIDENTIALITY

5.1 Each party agrees to keep Confidential Information in strict confidence and not to disclose such information to any third party except as permitted by this Agreement or required by law. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but no less than reasonable care.

5.2 Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 All original Deliverables created specifically for Client pursuant to this Agreement shall be deemed commissioned work-for-hire and shall be the sole and exclusive property of Client upon full payment. To the extent any Deliverables do not qualify as work-for-hire, Service Provider hereby assigns and agrees to assign to Client all right, title, and interest in and to such Deliverables.

6.2 Service Provider shall retain ownership of its general know-how, methodologies, and tools, and nothing in this Agreement operates to transfer to Client any pre-existing intellectual property of Service Provider, provided that nothing in this Section restricts Client's rights in the Deliverables as set forth above.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Each party represents and warrants that it has full right, power, and authority to enter into and perform this Agreement. Service Provider further represents that the services will be performed in a professional and workmanlike manner consistent with industry standards and that the Deliverables will not infringe any third-party intellectual property rights.

8. INDEMNIFICATION

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

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

10. NOTICES

10.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

11. AMENDMENT; WAIVER

11.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Waiver of any breach shall not constitute waiver of any other breach or of the same provision on another occasion.

12. GOVERNING LAW

12.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. The parties agree that any litigation arising from or relating to this Agreement shall be brought exclusively in the courts of that jurisdiction.

13. ENTIRE AGREEMENT

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

14. SEVERABILITY

14.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall attempt in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

15. COUNTERPARTS

15.1 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 electronic means shall be binding.

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