Initial Legal Agreements

INITIAL LEGAL AGREEMENT

This Initial Legal Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address: , and Provider Name: with principal address: .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services and to provide deliverables as described herein, and Provider is willing to perform such services in accordance with the terms and conditions of this Agreement;

WHEREAS, the parties intend for this Agreement to set forth the initial terms of their commercial relationship, including scope, compensation, confidentiality, and allocation of intellectual property rights;

WHEREAS, the parties agree that the provisions of this Agreement will govern notwithstanding any prior or contemporaneous negotiations, proposals, or representations;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information disclosed by a disclosing party to the receiving party, whether oral, written, electronic or other 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 but not limited to business plans, customer lists, technical data, designs, specifications, pricing and financial information.

1.2 "Services" means the services and deliverables to be provided by Provider as described in Section 2 and in the Service Description attached or entered below.

2. SERVICES AND DELIVERABLES

2.1 Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Provider shall use qualified personnel and shall comply with the schedule set forth in the Service Description.

3. TERM; TERMINATION

3.1 Term. This Agreement commences on the Effective Date and shall continue for an initial term of months unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon prior written notice to the other party delivered at least days prior to the effective date of termination.

3.3 Termination for Cause. 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.

4. COMPENSATION; PAYMENT

4.1 Fees. In consideration for the Services, Client shall pay Provider a fee as set forth below and in any mutually executed statement of work or invoice.

5. CONFIDENTIALITY

5.1 Obligations. Each party shall (a) maintain the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) use Confidential Information only to perform its obligations under this Agreement.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is developed independently by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt written notice to the disclosing party and cooperates with reasonable protective measures.

5.3 Survival. The confidentiality obligations set forth in this Section shall continue for a period of three (3) years following termination of this Agreement, unless a longer period is required by applicable law with respect to trade secrets.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided in this Agreement, each party retains all right, title and interest in and to its pre-existing intellectual property. Provider hereby assigns to Client all right, title and interest in and to any original works of authorship, deliverables and inventions specifically created by Provider and delivered to Client under this Agreement, subject to Client's payment of all amounts due hereunder.

6.2 License Back. To the extent Provider incorporates Provider's pre-existing materials into any deliverable, Provider grants Client a non-exclusive, worldwide, royalty-free license to use such pre-existing materials to the extent necessary to use the deliverables as intended by this Agreement.

7. REPRESENTATIONS; WARRANTIES

7.1 Each party represents and warrants that it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any applicable law or contractual obligation.

7.2 Provider further represents and warrants that the Services and deliverables will be performed in a professional manner consistent with industry standards and will materially conform to the specifications set forth in the Service Description.

8. INDEMNIFICATION

8.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any third party claim alleging that the deliverables infringe any third party's intellectual property rights, provided Client promptly notifies Provider in writing and cooperates in the defense.

8.2 Client shall indemnify, defend and hold harmless Provider for claims arising from Client's misuse of deliverables or Client-provided materials, or Client's breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from gross negligence, willful misconduct, or a party's indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, exemplary or punitive damages, or lost profits, even if advised of the possibility of such damages.

9.2 The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the total fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

10. INSURANCE

Provider shall maintain insurance coverage appropriate to the Services performed, including general liability and professional liability coverage, with limits customary for the industry. Provider shall provide certificates of insurance upon Client's request.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

13. GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement, together with any statements of work and exhibits signed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof.

13.2 Amendments; Waiver. No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties. Waiver of any breach shall not constitute waiver of any subsequent breach.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid replacement provision that most closely approximates the intent and economic effect of the invalid provision.

13.4 Counterparts. 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. Signatures delivered by electronic means shall be deemed original signatures.

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