Signed Contract Agreement

Signed Contract Agreement

This Signed Contract Agreement (the "Agreement") is entered into as of Effective Date: Day Month Year by and between Party A: , entity type Individual Corporation LLC, with principal place of business at ; and Party B: , entity type Individual Corporation LLC, with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business described as and has the capacity to provide the services set forth in this Agreement; and

WHEREAS, Party B desires to obtain and Party A agrees to provide certain services and deliverables as described herein under the terms and conditions of this Agreement.

WHEREAS, the parties intend by this Agreement to set forth the full terms of their relationship and the respective rights and obligations of the parties.

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

1. DEFINITIONS

1.1 "Effective Date" means the date set forth above. "Services" means the services described in the Services Description field below. "Confidential Information" means any non-public information disclosed by a party to the other that is designated confidential or that a reasonable person would understand to be confidential under the circumstances.

2. SCOPE OF SERVICES; PERFORMANCE

2.1 Party A shall perform the Services in a professional and workmanlike manner in accordance with industry standards and the schedule set forth in the Services Description. Party A shall assign personnel with appropriate qualifications and shall comply with all applicable laws and regulations in performing the Services.

2.2 Acceptance of deliverables, if any, shall occur upon written notice of acceptance by Party B or automatic acceptance thirty (30) days after delivery if Party B has not provided a written list of deficiencies. Corrections to nonconforming deliverables shall be made by Party A at no additional cost and within a reasonable period.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for months, unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after written notice specifying the breach.

3.3 Termination for Insolvency. Either party may terminate immediately upon the insolvency, bankruptcy, or appointment of a receiver of the other party.

4. COMPENSATION; PAYMENT

4.1 All fees are due in the currency specified in the invoice and are exclusive of taxes. The paying party shall be responsible for any taxes imposed on the transactions except taxes on net income.

4.2 Late Payments. Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum permitted by law, whichever is less.

5. CONFIDENTIALITY

5.1 Each party shall maintain Confidential Information in confidence and shall not disclose such information except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

5.2 The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided herein, each party retains all right, title and interest in its preexisting intellectual property. Deliverables specifically created for Party B under this Agreement shall be deemed "Work Product" and ownership shall be as follows:

6.2 License. To the extent necessary to perform the Services, a non-exclusive, non-transferable license to use the disclosing party's preexisting materials shall be granted on a limited basis solely for the performance and use of the Deliverables as contemplated by this Agreement.

7. REPRESENTATIONS; WARRANTIES

7.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the execution and performance do not violate any other agreement or law. Party A warrants that Services will be performed in a professional manner consistent with industry standards for the relevant services.

7.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE MADE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, and employees (the "Indemnified Parties") from and against any third party claims, liabilities, losses, or expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, willful misconduct, or negligence.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

10.1 Each party shall maintain insurance coverage appropriate to its obligations hereunder, including commercial general liability and, if applicable, professional liability insurance, in amounts sufficient to cover its liabilities arising from performance under this Agreement.

11. ASSIGNMENT

11.1 Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation to the addresses below. Notices shall be effective upon receipt.

13. AMENDMENTS; WAIVER

13.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

14. GOVERNING LAW; JURISDICTION

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that exclusive venue for any dispute shall be the state and federal courts located within that state, unless otherwise agreed in writing.

15. ENTIRE AGREEMENT

15.1 This Agreement, including any Schedules or Appendices attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and representations, whether written or oral.

16. SEVERABILITY

16.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement will remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

17. COUNTERPARTS

17.1 This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

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