Legal Agreement and CP

LEGAL AGREEMENT AND CP

This Legal Agreement and CP (the "Agreement") is entered into as of by and between Client Name: , an entity organized as: Corporation LLC Individual , with a principal place of business at ; and Service Provider Name: , an entity organized as: Corporation LLC Individual , with a principal place of business at .

Recitals

WHEREAS, Party A seeks to engage Party B to perform certain services and to exchange Confidential Information for that purpose; and

WHEREAS, Party B possesses expertise and capabilities to provide the services described herein and agrees to maintain the confidentiality and protective measures set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to services, confidentiality provisions ("CP"), compensation, and other related matters.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Confidential Information" means all non-public information disclosed by a Disclosing Party to a Receiving Party, whether disclosed orally, in writing, or by inspection, 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. "Services" means the tasks and deliverables described in Section 2.

2. Scope of Services

Party B shall perform the services described in the statement of work attached as Appendix A (the "Services"). Party B shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Any material change in scope shall be documented in a written amendment executed by authorized representatives of both parties.

3. Confidentiality Provisions (CP)

3.1 Obligation. The Receiving Party shall hold and maintain the Disclosing Party's Confidential Information in strict confidence and shall not disclose such information to any third party except as expressly permitted in this Agreement. The Receiving Party shall use Confidential Information solely for the purpose of performing the Services.

3.2 Permitted Disclosures. Confidential Information may be disclosed to Receiving Party's employees, contractors, and agents who have a bona fide need to know, provided that such persons are bound by confidentiality obligations no less protective than those contained herein. The Receiving Party shall remain liable for any breach by such persons.

3.3 Exclusions. Confidential Information shall not include information that: (a) is or becomes generally known through no breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided that the Receiving Party gives prompt written notice to the Disclosing Party and limits disclosure to the extent legally required.

3.4 Return of Materials. Upon termination or expiration of this Agreement, or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify such destruction in writing.

3.5 Remedies. The parties acknowledge that unauthorized disclosure of Confidential Information would cause irreparable harm for which damages may be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

4. Compensation and Payment Terms

Party A shall pay Party B as follows: a fee of per , plus reasonable pre-approved expenses. Invoices shall be payable within days of receipt.

5. Term and Termination

This Agreement shall commence on the effective date set forth above and shall continue for a period of unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice. Either party may terminate immediately for material breach that remains uncured for fifteen (15) days after written notice of such breach.

6. Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party B represents that the Services will be performed in a professional manner in accordance with reasonable industry standards.

7. Indemnification

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 and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by Indemnitor's breach of this Agreement or negligent or willful acts or omissions.

8. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF SECTION 3 (CONFIDENTIALITY) OR FOR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO PARTY B UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below (or to such other address that a party may designate by written notice):

10. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in the county specified by the governing law, before a single arbitrator knowledgeable in commercial contracts, and the arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

11. Entire Agreement; Amendments; Waiver; Severability; Counterparts

This Agreement, together with any appendices and executed amendments, 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. No amendment or modification 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 or remedy under this Agreement shall not constitute a waiver of that right. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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.

12. Miscellaneous Provisions

12.1 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, employment, or agency relationship.

12.2 Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

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