Legal Sample Agreement

LEGAL SAMPLE AGREEMENT

This Legal Sample Agreement (the "Agreement") is made as of the day of , (the "Effective Date"), by and between Client Name: , Entity Type: Corporation LLC Individual, Jurisdiction of Organization: , Principal Address: ; and Service Provider Name: , Entity Type: Corporation LLC Individual, Jurisdiction of Organization: , Principal Address: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain services described as:

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services in a professional manner and in accordance with industry standards; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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, proprietary, or confidential information disclosed by one Party to the other Party, whether disclosed orally, visually, or in writing, including business plans, technical data, trade secrets, customer lists, pricing, and other sensitive information, but excluding information that: (a) is or becomes publicly known through no fault of the receiving Party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

2. SERVICES

2.1 Service Provider shall perform the services described in Section 2.2 (the "Services") in a competent, professional and timely manner in accordance with the terms of this Agreement and any project schedule agreed in writing by the Parties.

2.2 Scope of Services:

3. TERM

3.1 This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with Section 11.

4. FEES AND PAYMENT

4.1 Compensation. As full compensation for the Services, Client shall pay Service Provider the amounts set forth below and in any attached Statement of Work. The initial fee shall be USD, payable in accordance with the payment schedule.

4.2 Payment Terms. Unless otherwise agreed in writing, Service Provider shall invoice Client monthly and Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

5. CONFIDENTIALITY

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

5.2 The obligations in this Section shall survive termination of this Agreement for a period of .

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth herein, each Party retains all right, title and interest in and to its pre-existing intellectual property. All work product, deliverables and inventions developed by Service Provider in the course of performing the Services shall be the exclusive property of , subject to payment in full of all fees due.

6.2 License. To the extent that Service Provider retains any proprietary rights in deliverables, Service Provider hereby grants Client a non-exclusive, worldwide, perpetual license to use such deliverables for Client's internal business purposes.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it is duly organized and in good standing under the laws of the jurisdiction of its organization, has authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any material agreement to which it is a party.

7.2 Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE MADE.

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 Parties") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any third party claim to the extent resulting from 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 BREACH OF SECTION 5 (CONFIDENTIALITY) OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 SUBJECT TO THE FOREGOING, A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. TERMINATION

10.1 Either Party may terminate this Agreement for convenience upon prior written notice to the other Party.

10.2 Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within after receipt of written notice specifying the breach.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate in writing). Notice shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered.

12. AMENDMENT; WAIVER

12.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver of that right.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflicts of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement, together with any statements of work or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

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

15. COUNTERPARTS; EXECUTION

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 transmitted by electronic means shall be deemed originals for all purposes.

Sign Now