Legal To Be Signed Document

Legal To Be Signed Document

This Legal To Be Signed Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to obtain certain professional services from Service Provider and Service Provider has the expertise and capacity to perform such services under the terms and conditions set forth herein;

WHEREAS, the parties intend to set forth the scope, fees, term and other obligations regarding the provision and receipt of those services in this Agreement; and

WHEREAS, the parties agree that performance of the services shall be governed by the terms and conditions of this Agreement and any mutually executed statements of work.

NOW THEREFORE, in consideration of the mutual covenants and promises 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 tasks and deliverables described in Section 2 and any statement of work mutually executed by the parties. 1.2 "Confidential Information" means all non-public information disclosed by one 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.

2. SERVICES

2.1 Scope. Service Provider shall perform the services described below and any additional tasks as may be set forth in a written statement of work signed by both parties:

2.2 Performance Standard. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and in compliance with applicable laws, regulations and ordinances.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue until the completion of the Services or earlier termination as provided herein. Initial term months:

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

4. COMPENSATION

4.1 Fees. Client shall pay Service Provider the fees set forth in the applicable statement of work or invoice. Payment amount or rate:

4.2 Invoicing; Payment Terms. Service Provider shall invoice Client in accordance with the schedule set forth in the invoice or statement of work. Unless otherwise agreed, invoices are due and payable within thirty (30) days of receipt.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each party shall protect Confidential Information of the other party using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall be used solely for the performance of this Agreement and not disclosed to third parties except as permitted herein.

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known other than through a breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party is given prompt notice and opportunity to seek protective measures.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in a written statement of work, Service Provider retains all right, title and interest in its pre-existing intellectual property and tools. Client shall own deliverables specifically created for Client and paid for in full, subject to Service Provider's retained rights in any pre-existing materials incorporated therein.

6.2 License. To the extent Service Provider provides any pre-existing materials incorporated into deliverables, Service Provider grants Client a non-exclusive, non-transferable license to use such materials solely for Client's internal business purposes.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the authority to enter into this Agreement, that performance will not violate any other agreement, and that it will comply with all applicable laws in the performance of its obligations. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against third-party claims arising from the Indemnitor's breach of this Agreement, gross negligence or willful misconduct.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may designate in writing. Notices are effective upon receipt.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties. Governing law state: without regard to its conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the governing state.

11. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER; COUNTERPARTS

11.1 Entire Agreement. This Agreement, together with any appended statements of work and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

11.2 Amendment. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted so as to give effect to the original intent of the parties as closely as possible.

11.4 Waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.

11.5 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. Delivery of signatures by electronic means shall be effective to bind the signing party.

SIGNATURES

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