Legal Proposed Draft Agreement

Legal Proposed Draft Agreement

This Proposed Draft Agreement (the "Agreement") is made and entered into as of by and between Client Name: , an entity type: Individual Corporation LLC , with principal place of business at (hereinafter "Client"), and Service Provider Name: , an entity type: Individual Corporation LLC , with principal place of business at (hereinafter "Provider"). Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to obtain certain services from Provider described herein and Provider is willing to provide such services subject to the terms and conditions of this Agreement;

WHEREAS, the Parties intend that the services, deliverables, schedule, and compensation be set forth in this Agreement and any statements of work incorporated by reference; and

WHEREAS, the Parties seek to set forth their respective rights and obligations in writing to avoid future disputes.

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 hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means the tangible or intangible materials, reports, designs, software, documentation and other items to be delivered by Provider to Client pursuant to this Agreement and any attached statement of work.

1.2 "Confidential Information" means all non-public information disclosed by a Party that is identified as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential.

2. TERM

The term of this Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with Section 10 below. Any renewal shall be subject to mutual written agreement of the Parties.

3. SCOPE OF SERVICES

Provider shall perform the services described in the applicable Statement of Work attached hereto as Exhibit A (each, a "Statement of Work"). Each Statement of Work shall describe the services, Deliverables, schedule, acceptance criteria, and any special terms applicable to that Statement of Work.

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the applicable Statement of Work. Unless otherwise specified, fees are due within days from the date of invoice.

4.2 Expenses. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the services upon submission of receipts or other appropriate documentation.

5. CONFIDENTIALITY

Each Party shall hold in confidence and not disclose to any third party any Confidential Information of the other Party, and shall use Confidential Information solely for the performance of its obligations under this Agreement. The foregoing obligations do not apply to information that: (a) was in the receiving Party's possession without restriction prior to receipt; (b) is or becomes publicly available through no fault of the receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in a Statement of Work, Provider hereby assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement. Provider retains ownership of Provider's pre-existing materials and tools and grants Client a non-exclusive, royalty-free license to use such pre-existing materials solely as incorporated in the Deliverables.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement. Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards for a period of following acceptance. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify Provider against claims arising from Client's misuse of the Deliverables or Client-provided materials.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR , WHICHEVER IS LESS.

10. TERMINATION

Either Party may terminate this Agreement for the other Party's material breach if such breach remains uncured for a period of days after written notice. Either Party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of its obligation to pay for work performed and expenses incurred prior to the effective date of termination.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses below, or such other address as the Party may specify in writing.

12. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of such right unless set forth in a written waiver signed by the waiving Party.

13. GOVERNING LAW

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.

14. ENTIRE AGREEMENT

This Agreement, including any exhibits and Statements of Work 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, or representations, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect to the extent possible.

16. 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 electronic means shall be deemed original signatures for all purposes.

ATTACHMENTS

The following documents, if completed and attached, are incorporated into this Agreement by reference: Statement of Work (Exhibit A), Fee Schedule (Exhibit B), and any mutually executed change orders.

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