Legal Paperwork Form

LEGAL PAPERWORK FORM

This Legal Paperwork Form (the "Agreement") is entered into as of by and between Client Name: (Client), an entity type: Individual Corporation LLC with principal place of business at ; and Service Provider Name: (Provider), an entity type: Individual Corporation LLC with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain professional services described herein and Provider is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the qualifications, experience, and capacity to perform the services and will perform them in a professional and workmanlike manner consistent with industry standards; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services, compensation, confidentiality, intellectual property, and other matters in this Agreement.

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

1. SERVICES

1.1 Scope of Services. Provider shall perform the services described in the Scope of Work attached hereto or described below (the "Services"). Provider shall provide personnel, materials, equipment, and supervision necessary to perform the Services in accordance with this Agreement.

2. TERM

2.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 9.

3. COMPENSATION

3.1 Fees. Client shall pay Provider fees in the amount of for the Services, payable in accordance with the payment schedule set forth below or as invoiced by Provider.

3.2 Expenses. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of the Services upon submission of appropriate documentation.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means all non-public information disclosed by a party to the other party that is designated as confidential or that, by its nature, should reasonably be considered confidential.

4.2 Obligations. Each party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, agents, or contractors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

4.3 Exceptions. Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement, is already in the receiving party's possession without restriction, or is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to any work product created by Provider specifically for Client under this Agreement, including all copyrights and other proprietary rights therein, upon full payment of all fees due.

5.2 License to Provider Materials. Notwithstanding the foregoing, Provider shall retain ownership of its pre-existing tools, methodologies, know-how, and materials ("Provider Materials"). Provider hereby grants Client a perpetual, non-exclusive, royalty-free license to use any Provider Materials only to the extent incorporated into delivered work product.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each party represents and warrants that it has the full corporate power and authority to enter into and perform its obligations under this Agreement and that the Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

6.2 Provider Warranty. Provider represents and warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the deficient Services or, if Provider fails to re-perform, a refund of the fees paid for the deficient Services.

7. INDEMNIFICATION

7.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Provider's breach of its representations, warranties or obligations under this Agreement, or from Provider's gross negligence or willful misconduct.

7.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, costs and expenses arising out of Client's breach of this Agreement, Client-provided materials, or Client's use of the deliverables in a manner not contemplated by this Agreement.

8. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, in no event shall either party be liable to the other for any consequential, incidental, indirect, punitive or special damages, and the aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

9. TERMINATION

9.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Upon termination for convenience, Client shall pay Provider for Services performed and reasonable non-cancellable obligations incurred through the effective date of termination.

9.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

10. NOTICES

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 by hand, nationally recognized overnight carrier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

11. AMENDMENTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. Any attempted amendment, modification or waiver that is not in accordance with this Section is void.

12. WAIVER

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision. Waiver of any breach shall not be deemed a waiver of any subsequent breach.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any action arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral, relating to the subject matter of this Agreement.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired and shall remain in full force and effect.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

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