Legal Signed Document Template

Legal Signed Document Template

This Agreement is made and entered into as of Effective Date: by and between Client Name: , with principal address at Client Address: , and Service Provider Name: , with principal address at Provider Address: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client requires certain services and deliverables described herein and Provider represents that it has the expertise, personnel and resources to perform such services under the terms of this Agreement.

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider.

WHEREAS, the Parties intend that the work product created by Provider pursuant to this Agreement shall be governed by the intellectual property provisions and confidentiality protections set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. Definitions

1.1 "Agreement" means this document including all schedules, exhibits and amendments. 1.2 "Services" means the tasks and deliverables described in Section 2 and any attachments. 1.3 "Confidential Information" means all non-public information disclosed by one Party to the other, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Scope of Services

Provider shall perform the Services described in the Scope of Work. Detailed description of Services:

3. Compensation and Payment

3.1 Client shall pay Provider fees in accordance with the fee schedule. Total estimated fees for the initial term: . 3.2 Invoices shall be due and payable within days of receipt. Late payments shall bear interest at a rate of .

4. Term; Termination

4.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated as set forth herein. 4.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. 4.3 Termination for Cause. Either Party may terminate for material breach if the breaching Party fails to cure within days after receipt of written notice of breach.

5. Confidentiality

Each Party shall: (a) hold Confidential Information of the other Party in confidence using at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to exercise rights or perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations shall survive termination for a period of years.

6. Intellectual Property

6.1 Ownership of Preexisting Materials. Each Party retains all right, title and interest in its preexisting intellectual property. 6.2 Work Product. Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to the work product created exclusively for Client under this Agreement, subject to Client's payment of all fees due. 6.3 License Back. Provider retains a nonexclusive, nontransferable license to use general skills, know-how and experience gained during performance, provided no Confidential Information or Client-specific work product is disclosed or used contrary to this Agreement.

7. Representations; Warranties

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider further warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards for the duration of the Term.

8. Indemnification

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligence, willful misconduct or infringement of third-party intellectual property rights, except to the extent resulting from Client's gross negligence or willful misconduct.

9. Limitation of Liability

Except for a Party's indemnification obligations or a Party's gross negligence or willful misconduct, neither Party shall be liable for any indirect, incidental, special, punitive or consequential damages, including lost profits, arising from this Agreement. The aggregate liability of either Party for claims arising out of or in connection with this Agreement shall not exceed the total fees paid or payable to Provider under this Agreement during the twelve (12) months preceding the claim.

10. Notices

All notices required or permitted 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 by notice). Notices 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, certified or registered, return receipt requested.

11. Amendments; Waiver

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach, and no failure to act on any provision shall constitute a waiver.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles.

13. Entire Agreement

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

14. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute provision that preserves the Parties' original intent to the extent possible.

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. Signatures delivered electronically or by facsimile shall be deemed originals.

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