Legal Terms & Conditions

LEGAL TERMS & CONDITIONS

This Legal Terms & Conditions Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , Entity Type: Individual Corporation LLC , Principal Place of Business:

and Service Provider Name: , Entity Type: Individual Corporation LLC , Principal Place of Business:

RECITALS

WHEREAS, the parties desire to set forth the terms and conditions governing the provision, access and use of services, deliverables and intellectual property described herein; and

WHEREAS, Service Provider represents that it has the necessary expertise, resources, personnel and authority to perform the services described in this Agreement; and

WHEREAS, Client desires to obtain such services on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the services, deliverables and work product to be provided by Service Provider as described in the Statement of Work attached or incorporated herein. "Confidential Information" means non-public information disclosed by a party that is identified as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. The detailed description of Services, milestones and acceptance criteria shall be set forth in the Statement of Work or in the

3. TERM AND TERMINATION

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

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach and requesting cure.

3.3 Effect of Termination. Upon termination, Service Provider shall cease work, deliver all completed deliverables, and Client shall pay for Services performed through the date of termination. Sections pertaining to Confidentiality, Intellectual Property, Indemnification, Limitation of Liability and Survival shall survive termination.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth in the applicable Statement of Work. In the absence of a Statement of Work, fees will be: USD, payable in accordance with the payment schedule.

4.2 Expenses. Client shall reimburse reasonable, pre-approved expenses incurred by Service Provider, upon submission of supporting receipts.

4.3 Late Payment. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs and attorneys' fees.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each party shall maintain the confidentiality of Confidential Information of the other party, shall not disclose such information to third parties except as permitted herein, and shall use Confidential Information solely for purposes of performing obligations under this Agreement.

5.2 Exceptions. Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party, or that was rightfully known to the receiving party prior to disclosure.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise expressly provided in a Statement of Work, Service Provider retains ownership of its pre-existing intellectual property, tools and methodologies. Client shall receive a non-exclusive, non-transferable license to use deliverables as expressly granted in this Agreement.

6.2 Assignment of Work Product. To the extent that any work product is custom-created for Client and paid in full, the parties agree that ownership shall be transferred to Client subject to any license-back rights granted to Service Provider for internal business purposes.

7. REPRESENTATIONS AND WARRANTIES

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

7.2 Service Provider Warranty. Service Provider warrants that Services will be performed in a professional manner materially consistent with industry standards. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the nonconforming Services or, if Service Provider fails to re-perform, refund of fees paid for the nonconforming Services.

8. INDEMNIFICATION

8.1 Indemnification by Service Provider. Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Service Provider's gross negligence, willful misconduct or material breach of the representations set forth in Section 7, including reasonable attorneys' fees.

8.2 Indemnification by Client. Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims arising from Client's misuse of deliverables, Client-provided materials or Client's breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. NOTICES

10.1 All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may designate by notice).

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendment. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

11.2 Waiver. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach.

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.

12. GOVERNING LAW

12.1 This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below without regard to its conflict of laws principles.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, together with any Statement of Work, exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications.

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute provision that is valid and enforceable and achieves the parties' original intent to the greatest extent possible.

14. MISCELLANEOUS

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

14.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control provided the assignee assumes all obligations hereunder.

ADDITIONAL TERMS

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