Legal Personal Service Agreement

LEGAL PERSONAL SERVICE AGREEMENT

This Personal Service Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with a principal place of business at Client Address: and Service Provider Name: with a principal place of business at Provider Address: . Client and Service Provider are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain personal services described herein and Service Provider has represented that Service Provider has the skill, qualifications, and capacity to perform such services; and

WHEREAS, Service Provider is willing to perform such services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the engagement.

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

1. ENGAGEMENT; SERVICES

1.1 Engagement. Client hereby engages Service Provider to perform the services described below and Service Provider accepts such engagement on the terms and conditions set forth in this Agreement.

1.2 Standards. Service Provider shall perform the Services in a professional, workmanlike manner in accordance with industry standards and applicable law. Service Provider shall provide all labor, materials, equipment and supervision necessary to perform the Services, unless otherwise expressly set forth in this Agreement.

2. TERM

2.1 Term. The term of this Agreement shall commence on Commencement Date: and shall continue until Completion Date: unless earlier terminated in accordance with Section 11 of this Agreement.

3. COMPENSATION; EXPENSES; INVOICING

3.1 Fees. Client shall pay Service Provider the fees set forth below for the performance of the Services. Payment shall be made in accordance with the invoicing and payment provisions of this Section.

3.2 Expenses. Reimbursable expenses must be preapproved in writing by Client. Reimbursable expenses will be paid upon submission of itemized receipts. Preapproved expenses: Yes

3.3 Taxes; Withholding. Service Provider is solely responsible for all taxes, social security, unemployment insurance, and similar obligations arising from compensation paid under this Agreement. Client shall not withhold taxes on behalf of Service Provider unless required by law.

4. INDEPENDENT CONTRACTOR; NO EMPLOYMENT RELATIONSHIP

4.1 Independent Contractor. Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Service Provider shall not be entitled to any employee benefits from Client. Service Provider has no authority to bind Client by contract or otherwise.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means nonpublic business, technical and financial information disclosed by a Party to the other Party, whether disclosed orally, visually or in writing.

5.2 Obligations. Each Party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except as required by law or with prior written consent. The receiving Party shall use Confidential Information only to perform its obligations under this Agreement.

5.3 Duration. The confidentiality obligations set forth in this Section shall survive termination of this Agreement for years, except that obligations with respect to trade secrets shall continue for as long as such information qualifies as a trade secret.

6. INTELLECTUAL PROPERTY; WORK PRODUCT

6.1 Ownership. Except as otherwise expressly agreed in writing, all original deliverables, inventions, designs, writings, works of authorship and other materials prepared by Service Provider specifically for Client under this Agreement (collectively, "Work Product") shall be deemed works made for hire and shall be the sole and exclusive property of Client. To the extent any Work Product is not deemed a work made for hire, Service Provider hereby irrevocably assigns, transfers and conveys to Client all right, title and interest in and to such Work Product.

6.2 License to Preexisting Materials. Service Provider hereby grants Client a perpetual, irrevocable, royalty-free license to use any preexisting materials incorporated into the Work Product to the extent necessary to enjoy the Work Product.

7. REPRESENTATIONS; WARRANTIES

7.1 Mutual Authority. Each Party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement.

7.2 Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner and will not infringe any third-party intellectual property rights.

8. INDEMNIFICATION

8.1 Indemnity by Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of (a) Service Provider's breach of this Agreement, (b) Service Provider's negligence or willful misconduct, or (c) any claim that the Services or Work Product infringe or misappropriate a third party's intellectual property rights.

9. INSURANCE

9.1 Evidence of Insurance. Upon request Client may require certificates evidencing the insurance coverage required under this Section.

10. TERMINATION

10.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon prior written notice to the other Party given at least days prior to the effective date of termination.

10.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured thirty (30) days after written notice of such breach, or immediately if the breach is incapable of cure.

10.3 Obligations on Termination. Upon termination, Service Provider shall cease performance, deliver all Work Product and return Confidential Information. Client shall pay Service Provider for Services performed through the effective date of termination in accordance with Section 3.

11. NOTICES

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

12. ASSIGNMENT; SUBCONTRACTING

12.1 Assignment. Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that Client may assign this Agreement to an affiliate or successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

12.2 Subcontracting. Service Provider may not subcontract any material portion of the Services without Client's prior written consent, which shall not be unreasonably withheld.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties.

13.2 Waiver. No waiver of any breach hereunder shall be effective unless in writing and signed by the Party waiving compliance. A waiver of any breach shall not constitute a waiver of any subsequent breach.

13.3 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 transmitted by electronic means shall be effective as original signatures.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

14.2 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, understandings and communications, whether written or oral.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the Parties' intent.

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