Vazquez Legal Agreement

Vazquez Legal Agreement

This Vazquez Legal Agreement (the "Agreement") is made and entered into as of Month Day Year (the "Effective Date"), by and between Client Name: , an entity type: Corporation LLC Individual , with principal address: ("Client"), and Provider Name: , an entity type: Corporation LLC Individual , with principal address: ("Provider"). Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing certain professional services described below; and

WHEREAS, Client desires to retain Provider to perform such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to such services.

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

1. DEFINITIONS

1.1 "Confidential Information" means information disclosed by one Party to the other in any 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, including business plans, technical data, trade secrets, and customer information, but excluding information that is in the public domain other than by breach of this Agreement.

2. SERVICES

2.1 Provider shall perform the services described in the statement of work below (the "Services"). The Parties acknowledge that the Services may include consulting, drafting, representation, or other professional tasks as reasonably requested by Client and accepted by Provider.

3. TERM

3.1 The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with Section 10.

4. COMPENSATION

4.1 As full consideration for the performance of the Services, Client shall pay Provider the fees set forth below in accordance with the payment schedule. Fees are exclusive of any taxes for which Client is responsible.

5. CONFIDENTIALITY

5.1 Each Party shall hold Confidential Information of the other Party in strict confidence and shall not disclose such information or use it except to perform its obligations under this Agreement. Each Party shall take reasonable measures to protect the other Party's Confidential Information, not less than those measures it uses to protect its own confidential information of a similar nature.

5.2 Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Except as expressly set forth herein, each Party retains all rights to its pre-existing intellectual property. Subject to receipt of full payment, Provider hereby assigns to Client all right, title and interest in and to any deliverables created specifically for Client under this Agreement, and Provider shall execute documents reasonably necessary to effectuate such assignment.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the Services shall be performed in a professional and workmanlike manner consistent with industry standards.

8. INDEMNIFICATION

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

9. LIMITATION OF LIABILITY

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERMINATION

10.1 Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. 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 thirty (30) days after receipt of written notice specifying the breach.

10.2 Upon termination, Provider shall deliver to Client all work in progress and Client shall pay Provider for all Services performed up to the effective date of termination.

11. NOTICES

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

12. AMENDMENTS; WAIVER

12.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by the Party against whom enforcement is sought. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles.

14. ENTIRE AGREEMENT

14.1 This Agreement, including 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, proposals, negotiations and communications, whether written or oral.

15. SEVERABILITY

15.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic and legal intent.

16. COUNTERPARTS; EXECUTION

16.1 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. Delivery of signatures by electronic transmission shall be effective to bind the Party executing to the same extent as an original wet ink signature.

17. MISCELLANEOUS

17.1 Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes all obligations hereunder.

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