Standard contract

STANDARD CONTRACT

This Contract (the "Agreement") is made and entered into on [date] by and between [Party A], with a principal place of business at [address], and [Party B], with a principal place of business at [address].

1. DEFINITIONS

1.1 "Party A" means [define Party A].

1.2 "Party B" means [define Party B].

1.3 "Contract" means this Agreement and any amendments or modifications made to it.

1.4 "Services" means the services to be provided by Party A to Party B in accordance with the terms of this Agreement.

2. SERVICES

2.1 Party A agrees to provide the Services to Party B in accordance with the terms of this Agreement.

2.2 Party B agrees to pay Party A for the Services in accordance with the payment terms set forth in this Agreement.

3. PAYMENT

3.1 Party B agrees to pay Party A the amount of [amount] for the Services provided under this Agreement.

3.2 Payment shall be made [payment terms].

4. TERM AND TERMINATION

4.1 This Agreement shall commence on [date] and shall continue until [date] unless terminated earlier by either Party in accordance with this Agreement.

4.2 Either Party may terminate this Agreement upon [notice period] prior written notice to the other Party.

4.3 Upon termination of this Agreement, Party A shall provide Party B with any deliverables and work product that has been completed as of the date of termination.

5. INTELLECTUAL PROPERTY

5.1 Any intellectual property rights created by Party A in the course of providing the Services to Party B shall belong to Party A.

5.2 Party A grants Party B a non-exclusive, royalty-free, worldwide license to use any intellectual property created by Party A in the course of providing the Services to Party B.

6. CONFIDENTIALITY

6.1 During the term of this Agreement and thereafter, each Party agrees to keep confidential all information disclosed to it by the other Party that is marked as confidential or that, by its nature, should be considered confidential ("Confidential Information").

6.2 Each Party agrees to use Confidential Information only for the purpose of performing its obligations under this Agreement and to not disclose Confidential Information to any third party without the prior written consent of the disclosing Party.

6.3 The obligations of confidentiality under this Agreement shall survive the termination of this Agreement.

7. WARRANTIES AND REPRESENTATIONS

7.1 Party A represents and warrants that it has the necessary authority to enter into and perform its obligations under this Agreement.

7.2 Party A warrants that the Services provided under this Agreement shall be performed in a professional and workmanlike manner.

7.3 Party B represents and warrants that it has the necessary authority to enter into and perform its obligations under this Agreement.

8. LIMITATION OF LIABILITY

8.1 In no event shall either Party be liable to the other Party for any indirect, special, incidental, or consequential damages arising out of this Agreement.

8.2 The total liability of either Party under this Agreement shall not exceed the total amount paid by Party B to Party A under this Agreement.

9. GOVERNING LAW AND JURISDICTION

9.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

9.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

9.3 The seat, or legal place, of arbitration shall be [city, country], and the language of the arbitration shall be English.

10. ENTIRE AGREEMENT

10.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[Party A]

By: _____________________________

Name: ___________________________

Title: ____________________________

[Party B]

By: _____________________________

Name: ___________________________

Title: ____________________________