Lamson Dugan Agreement Form

Lamson Dugan Agreement Form

This Lamson Dugan Agreement (the Agreement) is entered into as of Effective Date: by and between Party A Name: with principal place of business at (hereinafter "Party A"), and Party B Name: with principal place of business at (hereinafter "Party B"). Party A and Party B may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Party A is engaged in the business of providing professional services, including but not limited to consulting, advisory, and project implementation services described herein; and

WHEREAS, Party B desires to retain Party A to perform certain services and Party A is willing to provide such services to Party B on the terms and conditions set forth in this Agreement.

WHEREAS, the Parties intend that this Agreement memorialize their respective rights, duties and obligations.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a disclosing Party to the receiving Party, whether in oral, written, electronic or other form, including business plans, technical data, product plans, trade secrets, pricing and customer lists, but excluding information that the receiving Party can demonstrate: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) was independently developed by employees of the receiving Party who had no access to such information.

1.2 "Services" means the services and deliverables to be provided by Party A as described in Section 2 and in any Statement of Work executed under this Agreement.

2. SCOPE OF SERVICES

2.1 Party A shall perform the Services described below and in any attached Statement of Work. Services to be provided:

2.2 Party A shall use commercially reasonable efforts, personnel of appropriate skill, and industry-standard practices in performing the Services. Party A shall comply with all applicable laws and regulations in the performance of the Services.

3. COMPENSATION AND PAYMENT

3.1 As consideration for the Services, Party B shall pay Party A the fees set forth below. Fee structure (describe flat fee, hourly rates, milestone payments, or retainers):

3.2 Invoices shall be issued by Party A in accordance with the fee structure and are due and payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. TERM; TERMINATION

4.1 Term. This Agreement commences on the Effective Date and shall continue for a period of unless earlier terminated in accordance with this Section.

4.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other Party. In the event of termination for convenience, Party A shall be paid for Services performed and reimbursable expenses incurred through the effective date of termination.

5. CONFIDENTIALITY

5.1 Except as otherwise required by law, each Party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care, and (c) not disclose Confidential Information to any third party except to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

5.2 The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as otherwise expressly provided in a written Statement of Work, Party A shall retain all right, title and interest in and to pre-existing materials, methodologies, software, tools and know-how used or developed by Party A in connection with the Services ("Party A Materials"). Party B shall own any deliverables specifically developed for Party B under this Agreement and identified as such in a Statement of Work upon full payment of all fees due, subject to Party A's ownership of Party A Materials embedded in such deliverables.

6.2 License. To the extent Party A retains any intellectual property rights in deliverables, Party A grants Party B a non-exclusive, worldwide, royalty-free license to use such Party A Materials solely for Party B's internal business purposes.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement and that its execution and delivery of this Agreement has been duly authorized.

7.2 Party A warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Each Party (the Indemnitor) shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the Indemnitees) from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) the Indemnitor's breach of this Agreement; or (b) the Indemnitor's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF SECTION 5 (CONFIDENTIALITY) OR A PARTY'S INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION OR LOSS OF DATA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 The aggregate liability of either Party for claims under this Agreement shall not exceed the total fees paid or payable to Party A under this Agreement during the twelve (12) month period preceding the event giving rise to such claim.

10. NOTICES

Notices to the Parties shall be in writing and delivered to the addresses set forth below or to such other addresses as either Party may designate by written notice to the other in accordance with this Section. Notices shall be deemed given upon receipt when delivered by hand, three (3) business days after deposit in the United States mail, certified mail, return receipt requested, or upon confirmation of transmission when sent by nationally recognized overnight courier or electronic transmission with confirmation.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

11.2 No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver, and any waiver must be in writing.

11.3 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 transmitted by electronic means shall be binding.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State selected by the Parties below without regard to its conflict of laws principles.

Governing State:

12.2 Dispute Resolution. The Parties shall attempt to resolve any dispute arising under this Agreement through good faith negotiation. If the Parties are unable to resolve the dispute within thirty (30) days, the Parties agree to submit the dispute to binding arbitration conducted by a single arbitrator in accordance with the commercial arbitration rules agreed by the Parties. The arbitration shall be conducted in the city agreed by the Parties.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, including all Statements of Work and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

14. MISCELLANEOUS

14.1 Independent Contractors. The Parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between them.

14.2 Compliance with Laws. Each Party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement.

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