Legal Sign Here Document

LEGAL SIGN HERE DOCUMENT

This Legal Sign Here Document (the "Agreement") is made and entered into as of Effective Date: by and between Party A: , an entity of type Individual Corporation LLC, and Party B: , an entity of type Individual Corporation LLC.

Recitals

WHEREAS, Party A and Party B desire to set forth the terms and conditions under which Party A will provide services to Party B and the parties will exchange certain confidential information;

WHEREAS, the parties wish to define their respective rights, obligations, and remedies in connection with the services and confidential information to be provided;

WHEREAS, the parties intend that this Agreement will constitute the complete and binding agreement governing their relationship with respect to the subject matter hereof.

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

1. Definitions

1.1 "Confidential Information" means any non-public information disclosed by a disclosing party to the receiving party, whether oral, written, electronic or observed, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including without limitation business plans, technical data, trade secrets, pricing, and customer information.

1.2 "Services" means the services described in Section 2 of this Agreement and any deliverables produced in connection therewith.

2. Scope of Services

Party A shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Any material changes to the scope must be agreed in writing by authorized representatives of both parties.

3. Term and Termination

The term of this Agreement shall commence on Commencement Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. Compensation

All fees are payable in U.S. dollars within thirty (30) days of receipt of an undisputed invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Confidentiality

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

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

6. Representations and Warranties

Each party represents and warrants that it has full corporate or individual authority to enter into this Agreement and to perform its obligations hereunder. Party A represents that the Services will be performed in a professional manner in accordance with applicable law and industry standards.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of its representations, warranties or covenants under this Agreement, or the Indemnifying Party's negligent or willful acts or omissions.

8. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Insurance

Each party shall maintain insurance coverage appropriate to the Services and its business, including commercial general liability insurance with limits customary for similarly situated parties. Upon request, a party shall provide a certificate of insurance evidencing such coverage.

10. Notices

All notices required or permitted under this Agreement must be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses below or to such other address as a party may specify by notice to the other party.

11. Assignment

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

12. Amendments; Waiver

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party in exercising any right shall not operate as a waiver of that right.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated below without giving effect to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction.

14. Entire Agreement

This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

15. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the original economic, legal and commercial objectives of the invalid provision.

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 transmitted by electronic means shall be deemed to be original signatures for all purposes.

Sign Now