Notary Guide Template

Notary Guide Template — Services Agreement

Parties

Effective Date:

Recitals

WHEREAS, Provider is engaged in the development, compilation and publication of educational materials and operational procedures for notarial acts and related compliance (the "Notary Guide"), and has the expertise, personnel and resources necessary to prepare such materials in accordance with professional standards; and

WHEREAS, Client desires to retain Provider to prepare, deliver and, where applicable, license the Notary Guide and related deliverables for Client's internal use and distribution subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, compensation, confidentiality, term and other material terms governing Provider's preparation and delivery of the Notary Guide.

Scope of Work

Provider shall perform the services and deliver the deliverables described below. Provider will perform all services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for Provider's services, Client shall pay Provider the fees and expenses set forth below. All fees are exclusive of taxes unless otherwise stated.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) a rate of or (b) the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date and continue until completion of Provider's obligations or until terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period provided above. Termination shall not relieve Client of liability for fees earned and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in connection with performance under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) maintain the confidentiality of the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors 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 in this Section shall not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction and without breach of this Agreement; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to allow the disclosing party to seek protective relief.

Intellectual Property

Unless otherwise agreed in writing, Provider shall retain ownership of its preexisting materials and methodologies and all intellectual property rights embodied therein. Subject to full payment of fees due, Provider grants Client a non-exclusive, non-transferable license to use the final Notary Guide deliverable for Client's internal business purposes and distribution as agreed in the Scope of Work. Any third-party materials incorporated into the deliverables shall be subject to their respective licenses.

Representations and Warranties; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Provider represents that the Notary Guide will be original to Provider and, to Provider's knowledge, will not infringe the intellectual property rights of any third party. Client shall indemnify, defend and hold harmless Provider from liabilities, losses and expenses arising from Client's misuse of the deliverables, modifications made by Client, or Client's distribution outside the scope of the license granted herein.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If the parties cannot resolve a dispute within thirty (30) days, either party may pursue any available remedies in the competent courts of the governing state.

Entire Agreement; Amendment

This Agreement, together with any exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed 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 above or to such other address as a party may designate by notice in accordance with this section. Notice is deemed given upon personal delivery, two business days after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now