Legal Signup Packet

LEGAL SIGNUP PACKET

This Legal Signup Packet ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address , and Service Provider Name: with principal address .

RECITALS

WHEREAS, Client desires to engage Provider to perform the services described in this Agreement and to provide certain information and materials necessary for Provider's performance; and

WHEREAS, Provider represents that it has the experience, personnel and resources to perform such services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to Provider's engagement and Client onboarding in a single agreement.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Services" means the services and deliverables described in Section 2. "Confidential Information" means information disclosed by either party that is identified as confidential or that, under the circumstances, ought reasonably be treated as confidential, including but not limited to business plans, pricing, technical information, and customer data.

2. SCOPE OF SERVICES

Provider shall perform the services described in the Scope of Work below. Provider shall exercise commercially reasonable skill and care in performing the Services and shall deliver any deliverables in accordance with the schedule agreed between the parties.

3. TERM; TERMINATION

The term of this Agreement shall commence on the Effective Date and shall continue for an initial period of unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause may be effected immediately upon written notice if a party breaches any material obligation and fails to cure within days after receipt of written notice.

4. FEES, EXPENSES AND PAYMENT

Client shall pay Provider the fees set forth below. Unless otherwise agreed in writing, Provider's fees are due within days of invoice. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party except as required to perform the Services or as required by law. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is approved for release in writing by the disclosing party.

Upon expiration or termination of this Agreement, each party shall promptly return or destroy all Confidential Information of the other party and certify in writing that it has complied with this obligation.

6. INTELLECTUAL PROPERTY

Unless otherwise provided in a written exhibit, Provider retains all right, title and interest in and to Provider's preexisting know-how, methodologies and tools. Client retains ownership of Client Materials. To the extent that intellectual property is created by Provider specifically for Client pursuant to this Agreement (Deliverables), Provider hereby assigns to Client all right, title and interest in such Deliverables, subject to Provider's right to use general skills and non-confidential knowledge.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMER

Each party represents and warrants that it has the right and authority to enter into this Agreement. Provider warrants that it will perform Services in a professional manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its gross negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS.

9. COMPLIANCE WITH LAWS; DATA PROTECTION

Each party shall comply with all applicable laws in performance of its obligations. To the extent Provider processes personal data on behalf of Client, Provider shall implement and maintain appropriate technical and organizational measures to protect such data and shall process personal data only on documented instructions from Client.

10. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the address set forth in the opening paragraph or to such other address as either party may designate by notice. Notices shall be deemed given upon personal delivery, one business day after overnight courier delivery, or three business days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; VENUE

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

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 and communications, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be deemed modified to the extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

15. ONBOARDING INFORMATION

CERTIFICATIONS AND AUTHORITY

Each party represents and warrants that the individual signing on its behalf is duly authorized to enter into this Agreement and that the party has full power and authority to perform its obligations hereunder.

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