Legal Terms Package

LEGAL TERMS PACKAGE

This Legal Terms Package (the "Agreement") is entered into as of , by and between Client Name: , an entity of type Corporation Individual Other, and Service Provider Name: , an entity of type Corporation Individual Other.

RECITALS

WHEREAS, Client requires certain services and deliverables described herein and desires to obtain such services from Service Provider on the terms and conditions set forth in this Agreement;

WHEREAS, Service Provider represents that it has the experience, personnel, and capabilities to perform the services described in this Agreement and is willing to provide such services to Client in accordance with the terms and conditions herein; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the provision, payment for, and ownership of the services and deliverables.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, designs, specifications, financial information, and customer lists.

1.2 "Deliverables" means the tangible and intangible results, documents, reports, software, and other materials to be delivered to Client by Service Provider as described in the Scope of Services.

2. SCOPE OF SERVICES

2.1 Services. Service Provider shall perform the services set forth in the Scope of Services and Deliverables attached hereto or described below. Service Provider shall use commercially reasonable efforts, qualified personnel, and industry-standard practices to achieve the performance standards detailed in this Agreement.

2.2 Changes. Any material change to the Scope of Services shall be effected only by a written change order signed by authorized representatives of both parties, which shall specify any changes to the Deliverables, schedule, and the applicable fees.

3. FEES, INVOICING AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth below or in an attached fee schedule. Payment shall be made in accordance with the invoice terms. Insert agreed fee:

3.2 Invoicing and Payment. Service Provider shall submit invoices in accordance with the billing milestones. Client shall pay invoiced amounts within thirty (30) days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3.3 Taxes. Fees are exclusive of taxes. Client shall be responsible for any sales, use, value‑added, or similar taxes imposed on the transaction, except taxes based on Service Provider's net income.

4. CONFIDENTIALITY

4.1 Obligations. Each party shall (a) protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

4.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in the receiving party's possession before receipt from the disclosing party; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

4.3 Compelled Disclosure. If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt notice to the disclosing party (to the extent permitted) and cooperate reasonably to obtain confidential treatment or a protective order.

5. INTELLECTUAL PROPERTY

5.1 Background IP. Each party shall retain all right, title, and interest in and to its pre-existing intellectual property and tools, including software, know-how, and methodologies ("Background IP"). No rights in Background IP are granted except as expressly set forth herein.

5.2 Deliverables Ownership. Subject to Client's payment in full and subject to Service Provider's retention of Background IP and third-party rights, all right, title, and interest in the Deliverables produced exclusively for Client under this Agreement shall be assigned to Client upon full payment. Service Provider hereby assigns and agrees to assign all right, title, and interest in such Deliverables to Client.

5.3 License to Service Provider. Notwithstanding the foregoing, Service Provider retains a nonexclusive, royalty-free license to use general skills, concepts, and methodologies learned or developed during performance, provided that no Confidential Information or Client-owned Deliverables are disclosed or used for third-party benefit.

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

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

6.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards and that Deliverables will materially conform to the specifications set forth in this Agreement for a period of ninety (90) days following delivery. Client's sole and exclusive remedy for breach of this warranty shall be the correction of the defective Services or Deliverables at Service Provider's expense or, if Service Provider cannot cure the defect within a reasonable time, repayment of fees paid for the affected Deliverable.

6.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

7.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Cap on Liability. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OR INFRINGEMENT CLAIMS, A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. INDEMNIFICATION

8.1 Provider Indemnity. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors, employees, and agents from and against all third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Service Provider's breach of its representations or obligations under this Agreement; or (b) an allegation that the Deliverables infringe a third party's intellectual property rights, provided that Client provides prompt written notice of the claim and reasonable cooperation in the defense.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Service Provider from and against any claims arising from Client's use of the Deliverables in combination with other products or services not supplied by Service Provider, or Client's violation of applicable law.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues until the completion of the Services unless earlier terminated in accordance with this Section.

9.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

9.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other party. In the event of termination for convenience, Client shall pay Service Provider for Services performed and Deliverables delivered through the effective date of termination, including reasonable costs incurred in winding down performance.

9.4 Effect of Termination. Upon termination, each party shall return or destroy the other party's Confidential Information. Sections governing Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and any payment obligations shall survive termination.

10. INSURANCE AND COMPLIANCE

10.1 Insurance. Service Provider shall maintain insurance coverage appropriate to the services provided, including commercial general liability and professional liability coverage, in amounts customary for the industry. Upon request, Service Provider shall provide certificates evidencing such coverage.

10.2 Compliance. Each party shall comply with all applicable laws, rules and regulations in connection with its performance under this Agreement.

11. NOTICES

11.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested), to the addresses set forth above or to such other address as a party may designate by notice in accordance with this Section.

12. AMENDMENTS; WAIVER

12.1 Amendments. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. The failure of either party to enforce any provision shall not be construed as a waiver of future enforcement of that or any other provision.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments specifically 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, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the parties' intent.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Signatures transmitted by electronic means (such as PDF or electronic signature platform) shall be binding on the parties.

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