Cafe Legal Agreement
Cafe Legal Agreement
This Cafe Legal Agreement (the "Agreement") is made and entered into as of [Effective Date], by and between [Your Company Name], having its principal place of business at [Your Company Address] (the "First Party"), and [Recipient Name], residing at [Recipient Address] (the "Second Party"). This Agreement outlines the terms and conditions under which the parties will conduct business with each other. The parties agree as follows:
I. Scope of Agreement
A. Description of Services/Products: The First Party agrees to provide graphic design services to the Second Party. The services/products shall include but are not limited to logo design, branding materials, and digital marketing collateral.
B. Responsibilities of the First Party: The First Party shall be responsible for designing the agreed-upon materials, providing regular progress updates to the Second Party, and ensuring the final deliverables meet the quality standards.
C. Responsibilities of the Second Party: The Second Party shall provide the First Party with all necessary information, materials, and feedback in a timely manner to facilitate the completion of the project. The Second Party shall also review and approve the design concepts and final deliverables within the agreed-upon timeline.
II. Financial Terms
A. Payment Terms: The Second Party agrees to pay the First Party the amount of $[Amount] for the services/products provided. Payments shall be made monthly and are due within 15 days of receipt of the invoice.
B. Late Payments: Any payment not received within 15 days of the due date shall incur a late fee of 5% of the total invoice amount.
C. Expenses and Reimbursements: The Second Party agrees to reimburse the First Party for any reasonable expenses incurred in the course of providing the services/products. Reimbursements shall be paid within 30 days of receipt of the expense report.
III. Term and Termination
A. Term: This Agreement shall commence on [Effective Date] and continue for a period of [Number] years, unless terminated earlier in accordance with the terms of this Agreement.
B. Termination for Convenience: Either party may terminate this Agreement for any reason by providing 30 days written notice to the other party.
C. Termination for Cause: Either party may terminate this Agreement immediately upon written notice to the other party if the other party breaches any material term of this Agreement and fails to cure such breach within 14 days after receipt of notice of the breach.
IV. Confidentiality
A. Confidential Information: Confidential Information includes any data or information, whether written, oral, or in any other form, that is disclosed by one party to the other and is not generally known to the public. This includes, but is not limited to, business plans, customer lists, financial information, and proprietary methods.
B. Obligations of the Parties: Each party agrees to hold and maintain the Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the other party.
C. Duration of Confidentiality: The confidentiality obligations set forth in this Agreement shall continue for a period of three (3) years after the termination of this Agreement.
V. Intellectual Property
A. Ownership: All intellectual property rights, including but not limited to copyrights, trademarks, and patents, created by the First Party in connection with the services/products provided under this Agreement shall be the sole property of the First Party.
B. Licensing: The First Party grants the Second Party a non-exclusive, non-transferable license to use the intellectual property solely for the purpose of marketing the products/services provided under this Agreement.
C. Infringement: The Second Party shall promptly notify the First Party of any infringement or unauthorized use of the intellectual property.
VI. Representations and Warranties
A. Representations: Each party represents that it has the right and authority to enter into this Agreement and to perform its obligations hereunder.
B. Warranties: The First Party warrants that the services/products provided under this Agreement shall be of good quality and free from defects.
C. Disclaimer: Except as expressly set forth in this Agreement, the parties make no other warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.
VII. Indemnification
A. Indemnification by the First Party: The First Party agrees to indemnify, defend, and hold harmless the Second Party from any and all claims, damages, losses, and expenses arising out of or resulting from the First Party's performance under this Agreement.
B. Indemnification by the Second Party: The Second Party agrees to indemnify, defend, and hold harmless the First Party from any and all claims, damages, losses, and expenses arising out of or resulting from the Second Party's use of the services/products provided under this Agreement.
C. Notification of Claims: Each party shall promptly notify the other party of any claim or lawsuit that may give rise to an indemnification obligation under this Agreement.
VIII. Limitation of Liability
A. Liability Limits: In no event shall either party be liable to the other for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement.
B. Cap on Damages: The total liability of each party under this Agreement shall not exceed the total amount paid by the Second Party to the First Party under this Agreement.
C. Exclusions: The limitations of liability set forth in this section shall not apply to damages arising from a party's gross negligence, willful misconduct, or breach of confidentiality obligations.
IX. Dispute Resolution
A. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of [State], without regard to its conflict of law principles.
B. Mediation: In the event of a dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through mediation conducted by a mutually agreed-upon mediator.
C. Arbitration: If the dispute is not resolved through mediation within 30 days, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.
X. Miscellaneous Provisions
A. Amendments: No modification or amendment of this Agreement shall be effective unless made in writing and signed by both parties.
B. Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior discussions, agreements, or understandings of any kind.
C. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be revised to the extent necessary to make it valid and enforceable.
D. Waiver: No waiver of any term or condition of this Agreement shall be valid or binding unless in writing and signed by the party to be charged. The failure of either party to enforce any of the provisions of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement.
Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Cafe Legal Agreement as of the Effective Date.
First Party
[Name]
[Date]
Second Party
[Name]
[Date]
