Legal Agreement

LEGAL AGREEMENT

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

RECITALS

WHEREAS, Client requires certain professional services described herein and desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, qualifications and personnel necessary to perform the services and will perform such services in a competent and workmanlike manner in accordance with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services.

NOW, THEREFORE, in consideration of the mutual promises and covenants 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 "Services" means the work and deliverables to be performed by Service Provider as described in Section 2. 1.2 "Confidential Information" means information disclosed in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. 1.3 Terms defined elsewhere in this Agreement have the meanings assigned to them in those sections.

2. SCOPE OF SERVICES

Service Provider shall perform the services described below and any other tasks reasonably necessary for completion of the stated objectives in accordance with the schedule and milestones agreed by the parties.

3. TERM

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 10.

4. COMPENSATION; PAYMENT

4.1 Compensation. Client shall pay Service Provider the fees set forth below for the Services. The parties agree the total compensation shall not exceed $ except as mutually agreed in writing.

4.2 Invoicing. Service Provider shall invoice Client in accordance with the schedule set forth above. Unless otherwise agreed in writing, payments are due within days of Client's receipt of a proper invoice.

5. CONFIDENTIALITY

Each party shall hold all Confidential Information of the other party in strict confidence, shall not use such Confidential Information except as necessary to perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party without the disclosing party's prior written consent. The foregoing obligations do not apply to information that is (a) in the public domain through no fault of the receiving party; (b) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (c) required to be disclosed by law, provided that the receiving party gives prompt written notice to the disclosing party to permit it to seek protective measures.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-existing Materials. Each party retains all right, title and interest in and to its pre-existing intellectual property. 6.2 Work Product. Except for any pre-existing materials, Service Provider hereby assigns to Client all right, title and interest in and to the work product created specifically for Client under this Agreement, including all copyrights, subject to Client's timely payment of all fees due. Service Provider may retain copies for archival purposes and for internal use provided they do not disclose Confidential Information.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Service Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Service Provider's breach of this Agreement, negligence or willful misconduct. Client shall indemnify Service Provider for claims arising from Client's use of deliverables in a manner not authorized by this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR OWED BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. TERMINATION

10.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. 10.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice. 10.3 Effect of Termination. Upon termination, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination, and each party shall return the other's Confidential Information.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested). Notice is effective upon receipt.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right shall not constitute a waiver of that right or any other rights.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for the resolution of disputes arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the parties' intent.

15. 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 transmitted by electronic means shall be deemed originals for all purposes.

ADDITIONAL PROVISIONS

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