State-Specific Legal Form

State-Specific Legal Form

This State-Specific Legal Form (the "Agreement") is made and entered into as of Effective Date: by and between Party A: , a organized under the laws of the State of , with principal address at ; and Party B: , a organized under the laws of the State of , with principal address at . Collectively, the "Parties."

Recitals

WHEREAS, Party A possesses certain expertise, services, and capabilities and desires to engage Party B to perform those services on terms that satisfy the laws and regulatory requirements of the State specified below; and

WHEREAS, Party B represents that it is authorized to perform the services described in this Agreement and will comply with all state-specific statutes, regulations, and local ordinances applicable to the performance of its obligations; and

WHEREAS, the Parties wish to set forth their respective rights and obligations in writing.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Confidential Information" means all non-public information disclosed by one Party to the other, whether oral, written, electronic or other form, 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.

1.2 "Services" means the services to be performed by Party B as described in Section 2 below and any scope exhibits attached hereto.

2. Scope of Services

2.1 Party B shall perform the Services described as follows:

2.2 Party B shall perform the Services in a professional and workmanlike manner and in compliance with all laws, rules, regulations, and licensing requirements of the State of applicable to the subject matter of this Agreement.

3. Term and Termination

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

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

4. Fees and Payment

4.1 Fees. Party A shall pay Party B the fees as set forth below or in any attached fee schedule. Total compensation for the Services is estimated at USD, subject to adjustments for scope changes.

4.2 Payment Terms. Unless otherwise agreed in writing, Party B shall invoice Party A monthly. Payment is due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Confidentiality

5.1 Each Party agrees to hold Confidential Information of the other Party in strict confidence and to use such Confidential Information only for the purposes of performing its obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving Party or that is rightfully received from a third party without restriction.

5.2 The Parties shall implement commercially reasonable administrative, technical, and physical safeguards to protect Confidential Information in accordance with applicable state law.

6. Intellectual Property

6.1 Ownership. Except as expressly provided in this Agreement, each Party retains all right, title and interest in and to its preexisting intellectual property. Subject to receipt of full payment, Party B hereby grants to Party A a non-exclusive, non-transferable license to use work product delivered under this Agreement for Party A's internal business purposes in the State of .

7. Representations and Warranties

7.1 Each Party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

7.2 Party B further represents that the Services will be performed in accordance with applicable professional standards and the laws of the State identified in this Agreement.

8. Indemnification

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

9. Limitation of Liability

9.1 Except for liability resulting from a Party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, in no event shall either Party be liable to the other for indirect, incidental, consequential, special, punitive or exemplary damages, even if such Party has been advised of the possibility of such damages. The aggregate liability of either Party for claims arising out of this Agreement shall not exceed the total fees paid by Party A to Party B under this Agreement during the twelve (12) month period preceding the claim.

10. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth below or to such other address as may be designated by a Party by giving written notice to the other Party in accordance with this Section.

11. Governing Law; Venue

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to the conflict of laws principles thereof.

11.2 Venue. The Parties agree that exclusive venue for any action arising out of or related to this Agreement shall be the state or federal courts located within the jurisdiction of the governing state specified above, and each Party irrevocably consents to the personal jurisdiction of such courts.

12. Miscellaneous Provisions

12.1 Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

12.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, that provision shall be reformed only to the extent necessary to make it valid and enforceable and the remaining provisions of this Agreement shall remain in full force and effect.

12.3 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties.

12.4 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right unless acknowledged and agreed to in writing by the waiving Party.

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

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