Legal Unsigned Document

LEGAL UNSIGNED DOCUMENT

This Agreement is made effective as of by and between Client Name: , an entity organized as Individual Corporation Limited Liability Company Other and Service Provider Name: , an entity organized as Individual Corporation Limited Liability Company Other.

RECITALS

WHEREAS, Client requires certain services as described below and desires to engage Provider to perform such services under the terms and conditions set forth herein; and

WHEREAS, Provider has the experience, personnel and resources necessary to perform the services and is willing to provide such services to Client on the terms and conditions contained in this Agreement; and

WHEREAS, the parties intend by this Agreement to define their respective rights, obligations and remedies with respect to the services to be provided.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

1. SCOPE OF SERVICES

Provider shall perform the services described in the statement of work attached hereto or set forth below (the "Services"). Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and in compliance with applicable laws and regulations.

2. COMPENSATION AND PAYMENT

Client shall pay Provider the fees set forth herein in consideration for the Services. Unless otherwise agreed in writing, all fees are exclusive of taxes, and Client shall be responsible for all applicable sales, use or similar taxes.

3. TERM

The term of this Agreement shall commence on and, unless earlier terminated in accordance with Section 6, shall continue until .

4. TERMINATION

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

5. CONFIDENTIALITY

"Confidential Information" means information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Recipient agrees to hold Confidential Information in strict confidence, to use it solely to perform its obligations under this Agreement, and to limit disclosure to those employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that (a) is or becomes publicly available without breach, (b) was lawfully known to Recipient prior to disclosure, (c) is independently developed without use of Confidential Information, or (d) is rightfully received from a third party without restriction.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to any deliverables and work product specifically created for Client under this Agreement. Provider shall retain ownership of its preexisting materials and tools; to the extent Provider's preexisting materials are incorporated into deliverables, Provider grants Client a nonexclusive, nontransferable license to use such materials solely as part of the deliverables for Client's internal business purposes.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to fulfill its obligations hereunder. Provider further warrants that the Services will be performed in a professional manner consistent with prevailing industry standards and will not infringe any third party intellectual property rights.

8. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of third party claims to the extent caused by the Indemnifying Party's breach of this Agreement, negligence or willful misconduct. The Indemnified Party shall provide prompt written notice of any claim and permit the Indemnifying Party to control the defense and settlement of such claim.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES.

10. INSURANCE

Provider shall maintain at its expense commercial general liability insurance and professional liability (errors and omissions) insurance with limits reasonably adequate for the Services to be performed. Upon request, Provider shall furnish certificates of insurance evidencing such coverage.

11. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to a successor by merger or sale of substantially all its assets.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or by email with confirmation of receipt to the addresses set forth below.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that 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.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

15. ENTIRE AGREEMENT

This Agreement, together with any schedules 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 and communications, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the parties' original intent.

MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

Sign Now