Legal Sign Now Packet

LEGAL SIGN NOW PACKET

This Legal Sign Now Packet (the "Agreement") is made and entered into as of Effective Date: by and between Party A: (entity type: Corporation LLC Individual ), with principal address: and Party B: (entity type: Corporation LLC Individual ), with principal address: .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and possesses expertise, experience and personnel necessary to perform the services described in this Agreement;

WHEREAS, Party B desires to obtain such services from Party A under the terms and conditions set forth herein and Party A is willing to provide such services to Party B on those terms;

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the matters described in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises 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 work to be performed by Party A as set forth in the Scope of Services. 1.2 "Confidential Information" means all non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential. 1.3 Terms defined elsewhere in this Agreement shall have the meanings ascribed to them where defined.

2. SCOPE OF SERVICES

Party A shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Party A shall assign personnel of suitable skill and experience to perform the Services and shall be solely responsible for the supervision and direction of its personnel.

3. TERM

The term of this Agreement shall commence on Effective Date and shall continue for an initial period of unless earlier terminated in accordance with Section 9. The Agreement may be extended by written agreement executed by both parties.

4. COMPENSATION AND PAYMENT

Party B shall pay Party A the compensation set forth above in accordance with the payment schedule: . All amounts payable under this Agreement are exclusive of taxes, for which Party B shall be responsible.

5. CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose to any third party any Confidential Information received from the other party except to those employees or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. Confidential Information does not include information that is or becomes public other than through a breach of this Agreement, was rightfully known prior to disclosure, or is independently developed without use of the Confidential Information.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

7. INDEMNIFICATION

Each party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the "Indemnified Party") from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (a) the Indemnifying Party's breach of this Agreement, (b) the Indemnifying Party's negligence or willful misconduct, or (c) infringement claims to the extent caused by materials or instructions provided by the Indemnifying Party.

8. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR INTENTIONAL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

9. TERMINATION

Either party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice of such breach. Either party may terminate for convenience upon sixty (60) days' prior written notice to the other party. Upon termination, Party A shall deliver to Party B all work in progress and Party B shall pay Party A for Services performed through the effective date of termination.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by notice to the other party.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties expressly submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT

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

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that so far as possible achieves the intended commercial result.

14. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

15. 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. Facsimile and electronic signatures shall be deemed originals for all purposes.

16. MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer of control to a successor entity. The parties are independent contractors and nothing in this Agreement shall create a joint venture, partnership, employment or agency relationship.

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