Legal Statutory Document Template

LEGAL STATUTORY DOCUMENT TEMPLATE

This Legal Statutory Document Template (the "Agreement") is entered into as of by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Client requires certain professional services in connection with the project described as and Provider represents that it has the experience and capacity to provide such services;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider, and to memorialize certain statutory acknowledgements and confidentiality obligations;

Scope of Work

Provider shall perform the services and deliverables described in this Scope of Work. The description below sets forth the material tasks, deliverables and milestones to be completed by Provider.

Payment Terms

Total Fee: $ . Payment will be made in accordance with the schedule set forth below.

Invoices are due within days of receipt. Late payments shall incur a late fee of percent per month on the outstanding balance, or the maximum allowed by law, whichever is lower.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if the non‑breaching party reasonably determines that the other party has materially breached any obligation and fails to cure such breach within thirty (30) days after receipt of written notice.

Confidentiality

Each party (the "Recipient") acknowledges that during performance it may receive Confidential Information of the other party (the "Discloser"). "Confidential Information" means non‑public, proprietary or commercially valuable information, including but not limited to technical data, trade secrets, business plans, customer lists, pricing, financial information, and other information designated as confidential or that reasonably should be understood to be confidential. Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a legitimate need to know and who are bound by confidentiality obligations no less stringent than those herein. Confidential Information shall not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was lawfully known to Recipient prior to disclosure; (iii) is independently developed by Recipient without use of the Discloser's Confidential Information; or (iv) is rightfully obtained from a third party without breach of an obligation of confidentiality.

Governing Law; Compliance

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Each party shall comply with all applicable statutes, regulations and administrative requirements in performing its obligations under this Agreement.

Statutory Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, that the execution and performance of this Agreement does not violate any other agreement or statutory obligation by which it is bound, and that no consent, approval or filing with any governmental or regulatory authority is required for its execution or performance except as expressly disclosed in writing to the other party.

Indemnification; Limitation of Liability

Provider shall indemnify, defend and hold harmless Client from and against any third‑party claims, losses, liabilities and expenses arising from Provider's gross negligence or willful misconduct in the performance of services. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality obligations, neither party shall be liable for consequential, incidental, punitive or special damages, and aggregate direct damages shall be limited to fees paid or payable under this Agreement during the six (6) month period preceding the claim.

Entire Agreement; Amendments

This Agreement, including all schedules and exhibits 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 written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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