Miscellaneous Chapter 13 Template

MISCELLANEOUS CHAPTER 13 TEMPLATE

This Agreement is entered into as of by and between:

Client Name:    Address:

Contractor Name:    Address:

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain professional services described herein, and Contractor has represented that it has the qualifications, experience, and ability to provide such services;

WHEREAS, the parties intend for this Agreement to set forth the terms and conditions under which Contractor will perform services for Client and for payment to be made to Contractor; and

WHEREAS, the parties further intend that the obligations and rights set forth in this Agreement be binding upon and enforceable by the parties and their respective successors and permitted assigns.

SCOPE OF WORK

Contractor shall perform the services and deliver the deliverables described below. Contractor shall perform all services in a professional and workmanlike manner consistent with industry standards and in compliance with applicable law.

PAYMENT TERMS

Client shall pay Contractor the fees set forth in this section in consideration for the services. All payments shall be made without setoff or deduction except as required by law.

All late fees and interest are cumulative and in addition to any remedies available at law or equity. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Contractor in enforcing payment obligations.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means 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. Confidential Information does not include information that is: (a) generally known to the public through no fault of the receiving party; (b) lawfully received from a third party without restriction; or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect and safeguard the disclosing party's Confidential Information with at least the same degree of care as it uses with its own confidential information, which shall not be less than reasonable care; (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality shall survive termination of this Agreement for the period specified above.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If the parties cannot resolve any dispute within thirty (30) days, the dispute may be submitted to mediation or binding arbitration as mutually agreed; if no agreement on ADR is reached, either party may seek relief in a court of competent jurisdiction located in the chosen governing state.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent or willful acts or breaches of this Agreement. Except for gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability to the other for any claim arising under this Agreement shall exceed the total amount actually paid by Client to Contractor under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules attached hereto and any written statements of work executed under this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment to this Agreement must be in writing and executed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing in accordance with this section. Notices shall be deemed given when delivered personally, sent by confirmed facsimile or email with confirmation, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered.

ADDITIONAL PROVISIONS

Relationship of the Parties: Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employment, joint venture, or agency relationship between the parties. Contractor shall be responsible for all taxes and other obligations arising from compensation paid hereunder.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

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. Facsimile or electronic signatures shall have the same force and effect as original signatures.

Sign Now