# Contra Proferentem Legal Agreement
**This Contract Agreement ("Agreement") is made and entered into as of [Date] by and between the following parties:**
**[Party A Name]**
Address: [Party A Address]
Contact: [Party A Contact Information]
**and**
**[Party B Name]**
Address: [Party B Address]
Contact: [Party B Contact Information]
**Collectively referred to as "Parties".**
---
## 1. **Purpose of Agreement**
The purpose of this Agreement is to define the terms and conditions under which the Parties will undertake [describe the scope of work, services, or transaction].
## 2. **Definitions**
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
- **"Party"** or **"Parties"** refers to the individuals or entities entering into this Agreement.
- **"Contract"** refers to this Agreement, including all attachments and amendments.
## 3. **Contra Proferentem Clause**
In the event of any ambiguity or uncertainty in the terms of this Agreement, any such ambiguity or uncertainty shall be construed against the author of the ambiguous terms. The Parties acknowledge that this Agreement was negotiated and drafted with the participation of both Parties, and thus any interpretation shall favor the Party that did not draft the failing terms.
## 4. **Terms and Conditions**
### 4.1. **Obligations of Party A**
- [List the obligations of Party A in detail]
### 4.2. **Obligations of Party B**
- [List the obligations of Party B in detail]
### 4.3. **Payment Terms**
- [Outline payment timeline, amounts, and method of payment]
### 4.4. **Duration of Agreement**
- This Agreement shall commence on [Start Date] and shall continue until [End Date/Completion of Task].
## 5. **Confidentiality**
Both Parties agree to keep all proprietary information exchanged during the duration of this Agreement confidential and not disclose such information to any third parties without the prior written consent of the other Party.
## 6. **Termination**
This Agreement may be terminated by either Party upon [number of days] written notice to the other Party under the following conditions:
- Breach of any material obligation.
- Insolvency or bankruptcy of either Party.
## 7. **Governing Law**
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].
## 8. **Dispute Resolution**
In the event of any dispute arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the dispute through good faith negotiations. If negotiation fails, the Parties may pursue resolution through [mediation/arbitration/litigation] as appropriate.
## 9. **Miscellaneous**
- **Entire Agreement:** This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings, whether written or oral.
- **Amendments:** Any amendments to this Agreement must be made in writing and signed by both Parties.
- **Severability:** If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
---
**IN WITNESS WHEREOF**, the Parties hereto have caused this Agreement to be executed as of the date first above written.
**[Party A Name]**
Signature: _________________________
Name: [Printed Name]
Date: ________________
**[Party B Name]**
Signature: _________________________
Name: [Printed Name]
Date: ________________
---
**End of Agreement**