Legal XP2 Document

LEGAL XP2 DOCUMENT

This Legal XP2 Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: (Entity Type: Corporation LLC Individual), whose principal place of business or residence is ; and Service Provider Name: (Entity Type: Corporation LLC Individual), whose principal place of business is .

RECITALS

WHEREAS, Client desires to engage Provider to provide certain services described herein and Provider represents that it has the experience and ability to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend to set forth the scope, compensation, ownership of work product, confidentiality obligations, and other terms governing their relationship during the Term;

WHEREAS, the parties desire to reduce their agreement to writing as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the tasks and deliverables described in Section 2 and in any Statement of Work executed under this Agreement. 1.2 "Confidential Information" means non-public information disclosed by a party 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. SCOPE OF SERVICES

2.1 Provider shall perform the Services described below and in any attached Statement of Work. Provider shall furnish labor, materials, equipment and supervision necessary to perform the Services in a professional and workmanlike manner, in accordance with industry standards.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for Term (months): unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party not less than Notice Period (days): days prior to the effective date of termination.

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

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Provider fees as specified below and in any Statement of Work. Compensation Amount: USD.

5. CONFIDENTIALITY

5.1 Obligation. Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose such information except to those employees, agents or contractors who need to know it to perform this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

5.2 Duration. The obligations in this Section shall survive termination for Confidentiality Term (years): years from the date of termination.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-Existing Materials. Each party retains all right, title and interest in and to materials it owned prior to the Effective Date.

6.2 Work Product. Subject to Client's payment of all amounts owing under this Agreement, Provider hereby assigns to Client all right, title and interest in and to any Work Product created specifically for Client under this Agreement. Provider may retain general know-how and methodologies subject to confidentiality obligations.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Authority. Each party represents that it has the legal capacity and authority to enter into this Agreement and to perform its obligations.

7.2 Provider Warranty. Provider warrants that the Services will be performed in a professional manner in accordance with generally accepted industry standards. Provider does not warrant that Services will be error-free but will use commercially reasonable efforts to remedy defective performance.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold Client harmless from and against any third-party claims arising out of Provider's gross negligence, willful misconduct, or material breach of its representations and warranties.

8.2 Client Indemnity. Client shall indemnify, defend and hold Provider harmless from and against any third-party claims arising out of Client's misuse of the Work Product or breach of this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PROVIDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

Provider shall maintain insurance coverage customary in the industry appropriate to the Services, including general liability and, where applicable, professional liability coverage with minimum limits of Insurance Minimum (per occurrence): USD.

11. NOTICES

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

12. AMENDMENTS; WAIVER

12.1 This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. 12.2 No waiver by either party of any breach shall be deemed a waiver of any subsequent breach.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, together with any Statements of Work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its 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 or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be interpreted to give effect to the parties' intent as reflected herein.

16. 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. Signatures delivered by electronic transmission shall be binding.

17. MISCELLANEOUS

17.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or to a successor by merger or acquisition. 17.2 Relationship. The parties are independent contractors and nothing in this Agreement creates a joint venture, partnership or employment relationship.

Sign Now