Legal Terms and Conditions Template

LEGAL TERMS AND CONDITIONS

This Legal Terms and Conditions Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: Entity Type: Individual Corporation LLC with Address: and Client Name: Entity Type: Individual Corporation LLC with Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Provider is engaged in the business of providing the services described in this Agreement and possesses the expertise, personnel, and resources to perform such services; and

WHEREAS, Client desires to engage Provider, and Provider desires to provide such services to Client on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the terms and conditions governing the performance of the services and the Parties' respective rights and obligations.

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

1. DEFINITIONS

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by one Party to the other, whether oral, written, electronic or other form, including trade secrets, technical data, business plans, customer lists, pricing, and other commercial information. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was in the receiving Party's possession prior to disclosure without an obligation of confidentiality; or (c) is lawfully obtained by the receiving Party from a third party without restriction.

2. SCOPE OF SERVICES

Provider shall perform the services described as follows:

Expected completion or milestone date:

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for a period of 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.

Either Party may terminate this Agreement immediately for material breach by the other Party if such breach remains uncured for a period of thirty (30) days after written notice of breach.

4. FEES AND PAYMENT

Invoices are due and payable within days from receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each Party agrees to maintain in confidence and not to disclose to any third party any Confidential Information disclosed by the other Party except as expressly permitted in this Agreement. The receiving Party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and shall protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

The obligations of confidentiality set forth herein shall continue for a period of from the date of disclosure.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of all pre-existing intellectual property and tools used in the performance of the services. Client shall own all deliverables specifically created for Client and paid for in full, subject to Provider's retained rights in pre-existing work and general know-how. To the extent necessary, Provider hereby grants Client a non-exclusive, non-transferable license to use Provider's deliverables for Client's internal business purposes.

Copyrights, patents, and other intellectual property rights arising from or in connection with the services shall be handled as follows (select one):
Client owns deliverables Provider retains ownership and grants license

7. WARRANTIES; DISCLAIMER

Provider represents and warrants that it will perform the services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED OR THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS, WHICHEVER IS GREATER.

9. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any third-party claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, negligence, or willful misconduct. The Indemnified Party shall promptly notify the Indemnifying Party of any claim and shall permit the Indemnifying Party to control the defense and settlement of such claim.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by certified mail (return receipt requested), or sent by overnight courier to the addresses set forth below or to such other address as a Party may specify by notice in accordance with this Section.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in a written instrument signed by duly authorized representatives of both Parties. Failure or delay by either Party to exercise any right shall not constitute a waiver of such 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. Signatures delivered electronically by facsimile or other electronic means shall be deemed original signatures for all purposes.

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 conflicts of laws principles. The Parties agree that exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall lie in the state and federal courts located in the chosen jurisdiction.

13. ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties relating thereto.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person executing this Agreement on behalf of each Party is authorized to do so.

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