Woven Legal, LLC, with its principal office located at 108 Vine Creek Place, Acworth, GA (“Woven Legal”), and Client as defined in the propsal (“CLIENT”) agree to the terms and conditions set forth in this Agreement (the “Agreement”).
WOVEN LEGAL’s Duties and Responsibilities
- WOVEN LEGAL will perform services outlined in appendix A and other services as assigned from time to time by Client.
- CLIENT will
a. Provide WOVEN LEGAL with any login information and specialized software necessary for them to complete the job;
b. Cover ancillary expenses agreed to in advance in writing via email; and
c. Provide WOVEN LEGAL with regular feedback regarding needs and ensure paths of communication stay open.
Payment Terms, Bill Rates, and Fees
- CLIENT will pay WOVEN LEGAL for its performance at the rates set forth on Exhibit A and will also pay any additional costs or fees set forth in this Agreement. WOVEN LEGAL will invoice CLIENT for services provided under this Agreement on a monthly basis, though the first month’s fee may be prorated to cover a partial month. Payment is due on receipt of invoice via credit card or other electronic payment method. If a portion of any invoice is disputed, CLIENT will pay the undisputed portion. Please Note: Rates as indicated in the proposal are only valid if the contract is signed within thirty (30) days of the date on the proposal.
- Both parties may receive information that is proprietary to or confidential to the other party or its affiliated companies and their clients. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law.
Indemnification and Limitation of Liability
- To the extent permitted by law, WOVEN LEGAL will defend, indemnify, and hold CLIENT and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by WOVEN LEGAL’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 1; or the negligence, gross negligence, or willful misconduct of WOVEN LEGAL or WOVEN LEGAL’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
- To the extent permitted by law, CLIENT will defend, indemnify, and hold WOVEN LEGAL and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by CLIENT’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 2; or the negligence, gross negligence, or willful misconduct of CLIENT or CLIENT’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
- Neither party shall be liable for or be required to indemnify the other party for any incidental, consequential, exemplary, special, punitive, or lost profit damages that arise in connection with this Agreement, regardless of the form of action (whether in contract, tort, negligence, strict liability, or otherwise) and regardless of how characterized, even if such party has been advised of the possibility of such damages.
- As a condition precedent to indemnification, the party seeking indemnification will inform the other party within 5 business days after it receives notice of any claim, loss, liability, or demand for which it seeks indemnification from the other party; and the party seeking indemnification will cooperate in the investigation and defense of any such matter.
- WOVEN LEGAL will perform appropriate background/qualification checks for all contractors which it selects for assignment to CLIENT and will not assign unqualified personnel to CLIENT.
- CLIENT and WOVEN LEGAL agree not to directly or indirectly employ or engage as an independent contractor any staff of the other party during the term of this Agreement and for a period of one year thereafter without the prior written consent of the other party.
Nature of Relationship
- The services that WOVEN LEGAL will render to CLIENT under this Agreement will be as an independent contractor. Nothing contained in this Agreement will be construed to create the relationship of principal and agent, or employer and employee, between WOVEN LEGAL and CLIENT.
- Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement, will remain effective after termination or nonrenewal.
- No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties.
- Each provision of this Agreement will be considered severable, such that if any one provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected.
- This Agreement and the exhibits attached to it contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement.
- The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns.
- The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.
- CLIENT will not transfer or assign this Agreement without WOVEN LEGAL’s written consent.
- Any notice or other communication will be deemed to be properly given only when sent via the United States Postal Service or a nationally recognized courier, addressed as shown on the first page of this Agreement or if sent via email to the last known good email address, receipt acknowledged.
- The parties hereto agree that any disputes or controversies relating to or arising out of this Agreement shall be resolved exclusively by arbitration and the dispute can be heard via the telephone or through video conference. This Agreement shall be governed by the laws of the state of Georgia and jurisdiction and venue is in Georgia state courts.
Term of Agreement
- This Agreement will be on a month to month basis from the first date on which both parties have executed it and continue month to month thereafter until terminated by either party. The Agreement may be terminated by either party upon 30 days written notice to the other party.