Legal Smart Form

LEGAL SMART FORM

This Agreement is made and entered into as of the Effective Date: , by and between , a/an Corporation LLC Individual , with principal place of business at (Party A), and , a/an Corporation LLC Individual , with principal place of business at (Party B).

RECITALS

WHEREAS, Party A is engaged in the business of providing certain professional services and has expertise in the subject matter described in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform the services set forth herein, and Party A is willing to perform such services on the terms and conditions contained in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the mutual rights and obligations of the parties with respect to such services.

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

1. DEFINITIONS

1.1 "Services" means the work described in Section 2. 1.2 "Confidential Information" means proprietary information disclosed by a party in any form that is identified as confidential or would reasonably be understood to be confidential. 1.3 Additional defined terms are set forth where used; singular includes plural and vice versa.

2. SCOPE OF SERVICES

2.1 Description. Party A shall provide the following services to Party B:

2.2 Performance Standard. Services shall be performed in a professional and workmanlike manner consistent with industry standards. Party A shall assign personnel with appropriate skill and experience.

3. FEES AND PAYMENT

3.1 Fees. As full compensation for the Services, Party B shall pay Party A the amounts set forth below:

3.2 Invoicing. Party A shall submit itemized invoices to Party B. Unless otherwise agreed in writing, Party B shall pay undisputed amounts within the period set forth in Payment Terms. Disputed amounts shall be resolved in good faith and any undisputed amounts shall be paid timely.

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided herein.

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

4.3 Effects. Upon termination, Party B shall pay Party A for Services performed through the effective date of termination and for non-cancellable obligations incurred prior to termination.

5. CONFIDENTIALITY

5.1 Obligation. Each party agrees to maintain in confidence the other party's Confidential Information and not to use it except as required to perform obligations under this Agreement. Reasonable safeguards shall be used to protect Confidential Information.

5.2 Exclusions. Confidential Information does not include information that is or becomes public without breach, was known prior, received from a third party without breach, or independently developed.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in writing, Party A retains ownership of its pre-existing intellectual property and tools. Party B receives a limited, non-exclusive license to deliverables for its internal business purposes upon full payment.

7. REPRESENTATIONS; WARRANTIES; INDEMNIFICATION

7.1 Mutual Representations. Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations.

7.2 Indemnification. Each party shall indemnify, defend and hold harmless the other from third party claims arising from its breach, negligence, or willful misconduct, subject to the indemnified party's mitigation obligations.

8. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total amounts paid by Party B to Party A in the twelve (12) months preceding the event giving rise to liability.

9. INSURANCE AND COMPLIANCE

Party A shall maintain insurance appropriate to the Services and comply with applicable laws and regulations in performing the Services.

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 written notice.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended only by a written instrument signed by duly authorized representatives of both parties. 11.2 Waiver. No waiver shall be effective unless in writing and signed by the waiving party. 11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties:

12.2 Entire Agreement. This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision.

13. MISCELLANEOUS

13.1 Relationship of the Parties. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship. 13.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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