Legal Papers Template

Legal Papers Template

This Legal Papers Template (the "Agreement") is entered into as of by and between , an entity organized as Individual Corporation Limited Liability Company, with principal place of business at ("First Party"), and , an entity organized as Individual Corporation Limited Liability Company, with principal place of business at ("Second Party").

Recitals

WHEREAS, First Party possesses certain capabilities, knowledge, personnel, or materials and is willing to provide services to Second Party under the terms and conditions set forth in this Agreement;

WHEREAS, Second Party desires to engage First Party to perform the services described herein and to obtain related deliverables, and First Party is willing to perform such services on the terms and conditions set forth below;

WHEREAS, the parties intend that the relationship created by this Agreement be governed by its terms and not by any other oral or written representation.

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 "Confidential Information" means all non-public information, whether oral, written or electronic, disclosed by a party to the other 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, including business plans, customer lists, technical data, pricing, financial information and proprietary software and materials.

1.2 "Deliverables" means the tangible or intangible results, reports, documents, designs, and materials to be delivered by First Party to Second Party pursuant to this Agreement, as further described in Section 2.

2. Scope of Services

2.1 Services. First Party shall perform the services and provide the Deliverables described in the Service Description below and in any statements of work executed by the parties. The parties agree that the initial description of services is:

2.2 Changes. Any change to the scope of Services shall be made only by mutual written amendment signed by authorized representatives of both parties, which shall set forth changes to scope, schedule, and any corresponding adjustment to compensation.

3. Term; Termination

3.1 Term. The term of this Agreement shall commence on and shall continue until , unless earlier terminated as provided in this Section.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

3.3 Effect of Termination. Upon termination, First Party shall deliver to Second Party any completed Deliverables and any work in progress for which Second Party has paid. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

4. Compensation

4.1 Fees. In consideration for the Services and Deliverables, Second Party shall pay First Party the fees set forth below or in a statement of work. Unless otherwise agreed in writing, payments shall be due thirty (30) days from invoice receipt.

5. Confidentiality

5.1 Obligation. Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose such information to any third party except to its employees, agents and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

5.2 Exclusions. Confidential Information shall not include information that is (a) publicly available through no fault of the receiving party, (b) rightfully obtained from a third party without restriction, or (c) independently developed without reference to the disclosing party's Confidential Information.

5.3 Duration. The confidentiality obligations in this Section shall survive termination of this Agreement for .

6. Intellectual Property

6.1 Ownership. Except as expressly set forth in this Agreement, each party shall retain all right, title and interest in its pre-existing intellectual property. Unless otherwise agreed in writing, First Party grants to Second Party a non-exclusive, non-transferable license to use Deliverables for Second Party's internal business purposes.

6.2 Third-Party Materials. First Party shall identify any third-party materials incorporated into Deliverables and shall secure any required third-party licenses. To the extent third-party license fees apply, such fees shall be the responsibility of .

7. Representations; Warranties

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, that execution and delivery of this Agreement has been duly authorized, and that performance will not violate any applicable law or contractual obligation.

First Party further warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. THE FOREGOING IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY FIRST PARTY.

8. Indemnification

8.1 By First Party. First Party shall indemnify, defend and hold harmless Second Party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim alleging that the Deliverables, as delivered by First Party, infringe a valid United States patent, copyright, or trade secret, provided that Second Party promptly notifies First Party in writing of any such claim and cooperates in the defense.

8.2 By Second Party. Second Party shall indemnify, defend and hold harmless First Party from and against any liabilities arising from Second Party's use of the Deliverables in a manner not authorized by this Agreement.

9. Limitation of Liability

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY SECOND PARTY TO FIRST PARTY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, certified mail (return receipt requested), or overnight courier service, or by email with confirmation of receipt where provided in writing below. Notices are effective upon receipt.

11. Amendments; Waiver; Counterparts

11.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11.2 Waiver. No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right, and no single or partial exercise of any right will preclude any other or further exercise of that right.

11.3 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 electronically shall be effective as original signatures.

12. Governing Law; Severability; Entire Agreement

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

12.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

12.3 Entire Agreement. This Agreement, including any exhibits and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Miscellaneous Provisions

The parties acknowledge that they have had an opportunity to be represented by counsel in connection with this Agreement. Headings are for convenience only and do not affect interpretation. The parties agree to execute such further instruments and documents and to take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.

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