Legal Signed Forms

LEGAL SIGNED FORMS

This Services Agreement (the Agreement) is entered into as of Month Day Year by and between Client Name: (Client), and Service Provider Name: (Provider).

RECITALS

WHEREAS, Client desires to engage Provider to perform certain professional services described herein and Provider has represented that it has the qualifications, experience, and ability to provide such services in accordance with the terms of this Agreement.

WHEREAS, Provider agrees to perform the services for the compensation and upon the terms set forth in this Agreement, and both parties desire to set forth their respective rights and obligations in writing.

WHEREAS, the parties intend that this Agreement govern their contractual relationship and the ownership, confidentiality, and use of work product arising from Provider's performance.

NOW THEREFORE, in consideration of the mutual 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 "Services" means the professional services described in Section 2 below and any additional services agreed in writing. 1.2 "Deliverables" means tangible or intangible work product created by Provider specifically for Client under this Agreement.

2. SCOPE OF SERVICES

Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Provider will assign personnel with appropriate qualifications and will comply with Client's reasonable site and security policies when performing on Client premises.

3. TERM

The term of this Agreement begins on the Service Start Date: and continues until Service End Date: unless earlier terminated in accordance with Section 11.

4. COMPENSATION; PAYMENT

4.1 Client shall pay Provider compensation in the amount of $ according to the Payment Terms: . All payments are due within the specified term and payable in U.S. dollars unless otherwise agreed in writing.

4.2 Provider shall invoice Client in accordance with Provider's standard invoicing practices. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Each party (Receiving Party) shall hold in confidence and not disclose Confidential Information of the other party (Disclosing Party) except as necessary to perform the Services. "Confidential Information" includes business, technical and financial information designated as confidential or reasonably understood to be confidential.

5.2 The obligations of confidentiality shall continue for a period of following termination or expiration of this Agreement, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Subject to Client's payment of all fees due, Provider hereby assigns to Client all right, title and interest in Deliverables created specifically for Client under this Agreement. Provider retains ownership of its preexisting intellectual property and tools, and grants Client a nonexclusive, royalty-free license to any Provider background materials embedded in any Deliverable solely to the extent necessary to use the Deliverable.

7. REPRESENTATIONS; WARRANTIES

Each party represents that it has full power and authority to enter into this Agreement. Provider warrants that the Services shall be provided in a professional manner consistent with generally accepted industry standards and that Deliverables will not infringe third party intellectual property rights.

8. INDEMNIFICATION

Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against all claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligent acts or willful misconduct, or infringement of third party intellectual property rights by Provider's Deliverables.

9. LIMITATION OF LIABILITY

EXCEPT FOR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Upon termination, Client shall pay Provider for Services performed and approved Deliverables delivered through the effective date of termination and Provider shall deliver all work in progress to Client upon receipt of such payment.

11. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above, or to such other address as a party may designate by notice to the other party in accordance with this Section.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified here:

This Agreement, together with any exhibits and written attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

14. MISCELLANEOUS PROVISIONS

14.1 Independent Contractor. Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship between the parties. 14.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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