Legal SC Document

LEGAL SC DOCUMENT

This Service Contract (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at . Client and Service Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Service Provider is engaged in the business of providing the services described below and possesses the qualifications, experience and abilities to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform those services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth in writing their respective rights and obligations with respect to the performance and payment for such services.

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 "Services" means the services and deliverables to be provided by Service Provider as described in Section 2 and in any statement of work executed by the Parties. 1.2 "Confidential Information" means all non-public information disclosed by a Party that a reasonable person would understand to be confidential.

2. SCOPE OF SERVICES

Service Provider shall perform the Services described below in a professional and workmanlike manner in accordance with industry standards. Detailed description of Services:

3. TERM

This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated in accordance with Section 11. The Agreement may be extended by written agreement of the Parties.

4. COMPENSATION AND PAYMENT

4.1 Compensation: Client shall pay Service Provider the fees set forth in this Section. Fee structure: . Base fee or rate: .

4.2 Invoicing: Service Provider shall submit invoices to Client monthly (or as otherwise agreed). Invoices shall itemize services rendered and expenses incurred. Payment is due within days of Client's receipt of a properly documented invoice.

4.3 Expenses and Taxes: Client will reimburse reasonable out-of-pocket expenses pre-approved in writing. Each Party is responsible for its own taxes, except withholding taxes required by applicable law to be withheld by Client.

5. CONFIDENTIALITY

Each Party shall hold Confidential Information in strict confidence and shall not use or disclose such Confidential Information except as necessary to perform under this Agreement or as required by law. The obligations of confidentiality shall survive termination for a period of three (3) years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all intellectual property created by Service Provider in connection with the Services (the "Deliverables") shall be deemed "work made for hire" and ownership shall vest in Client upon full payment. Service Provider retains ownership of its pre-existing materials and any general skills, know-how and methodologies, subject to Client's rights in the Deliverables.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that the Services will be performed in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Client from and against any claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Service Provider's breach of this Agreement, negligence or willful misconduct. Client shall indemnify Service Provider for Client's breach and for claims arising from Client-provided materials.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

Service Provider shall maintain insurance customary for the industry, including commercial general liability and professional liability insurance, in amounts sufficient to cover its obligations under this Agreement. Upon request, Service Provider shall provide certificates evidencing such coverage.

11. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within thirty (30) days after written notice specifying the breach. Either Party may terminate for convenience upon sixty (60) days' prior written notice. In the event of termination, Client shall pay Service Provider for all Services performed and reasonable expenses incurred through the effective date of termination.

12. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and addressed as follows:

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No waiver shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. 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 law provisions.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits and statements of work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. MISCELLANEOUS

The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a change of control.

PARTY IDENTIFICATION & ENTITY TYPE

Client Entity Type: Individual Corporation LLC Other

Service Provider Entity Type: Individual Corporation LLC Other

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