Legal Signed Package

LEGAL SIGNED PACKAGE

This Legal Signed Package (the "Agreement") is entered into as of Effective Date: by and between Party A Name: , an entity of type Individual Corporation LLC Partnership, with principal address , and Party B Name: , an entity of type Individual Corporation LLC Partnership, with principal address .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services, deliverables and related consulting as further described herein; and

WHEREAS, Party B desires to engage Party A to perform the services described in Section 2 under the terms and conditions set forth in this Agreement, and Party A is willing to provide such services to Party B; and

WHEREAS, the parties intend by this Agreement to set forth the entire agreement between them regarding the subject matter hereof, including confidentiality, ownership of work product, allocation of risk, and procedures for notices and termination.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, trade secrets, and customer information, whether oral, written, electronic or other form.

1.2 "Deliverables" means the tangible or intangible work product to be delivered by Party A as described in Section 2 and any schedules or statements of work appended to this Agreement.

2. SCOPE OF SERVICES

2.1 Services. Party A shall perform the services and provide the Deliverables substantially in accordance with the description set forth below. Party A shall exercise commercially reasonable skill and care in the performance of the services.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party.

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

4. COMPENSATION AND PAYMENT

4.1 Fees. In consideration for the services and Deliverables, Party B shall pay Party A the fees set forth below. Fees are exclusive of taxes except as expressly stated.

4.2 Late Payment. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and the prevailing party shall be entitled to recover collection costs, including reasonable attorneys' fees.

5. CONFIDENTIALITY

5.1 Each party shall keep the other's Confidential Information in strict confidence and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law, provided that the disclosing party is given prompt notice to seek protective relief.

5.2 Obligations under this Section shall continue for a period of three (3) years following termination or expiration of this Agreement, except with respect to trade secret information which shall remain protected for so long as it qualifies as a trade secret under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in writing, Party A shall retain ownership of pre-existing intellectual property and tools. All Deliverables specifically developed for Party B under this Agreement shall be the exclusive property of Party B upon full payment, and Party A hereby assigns to Party B all right, title and interest in such Deliverables.

6.2 License. Party A grants Party B a perpetual, worldwide, non-exclusive, royalty-free license to use any Party A background materials embedded in the Deliverables to the extent reasonably necessary for Party B's use of the Deliverables.

7. REPRESENTATIONS; WARRANTIES

7.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

7.2 Party A warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. INDEMNIFICATION

8.1 Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or infringement of a third party's intellectual property rights.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total fees actually paid by Party B to Party A under this Agreement during the twelve (12) month period preceding the claim.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by personal delivery, certified mail (return receipt requested), or overnight courier. Notice is effective upon receipt.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

11.2 Waiver. The failure of either party to enforce any provision of this Agreement will not be construed as a waiver of such provision or of the right to enforce that provision later.

11.3 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 sent by electronic image shall be binding.

12. 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 rules.

13. ENTIRE AGREEMENT

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

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

15. MISCELLANEOUS

15.1 Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably required to effectuate the purposes of this Agreement.

15.2 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

Sign Now