Legal Agreement and Schedule

LEGAL AGREEMENT AND SCHEDULE

This Legal Agreement and Schedule (the Agreement) is entered into as of , , by and between Client Name: , with principal address at (hereinafter "Client"), and Contractor Name: , with principal address at (hereinafter "Contractor"). Client and Contractor each may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Client desires to engage Contractor to provide certain services and deliverables described in the Schedule attached hereto and incorporated herein as Schedule A; and

WHEREAS, Contractor has represented that it possesses the experience, personnel, and qualifications necessary to perform the services described in Schedule A in a professional and workmanlike manner; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the provision of such services, fees, schedules, and related matters.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the activities, tasks, and deliverables described in Schedule A, together with any changes agreed in writing pursuant to Section 7 (Change Orders). "Deliverable" means each tangible item or completed work product to be delivered to Client as specified in Schedule A.

2. TERM

2.1 This Agreement commences on the Effective Date set forth above and, unless earlier terminated in accordance with Section 11, will continue until completion of the Services set forth in Schedule A or for a period of months.

3. SCOPE OF SERVICES AND SCHEDULE

3.1 Contractor shall perform the Services described in Schedule A in accordance with the milestones and acceptance criteria set forth therein. Contractor shall use personnel of suitable skill, experience and qualifications and shall perform the Services in a timely and professional manner consistent with industry standards.

4. FEES, INVOICING AND PAYMENT

4.1 Client shall pay Contractor the fees specified in Schedule A. Fees are exclusive of taxes unless otherwise stated. Contractor shall submit invoices in accordance with Schedule A and Client shall pay invoiced amounts within days of receipt, subject to any bona fide disputes in accordance with Section 4.3.

4.2 Late payments shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by law. Each Party is responsible for its own taxes except that Client shall withhold taxes where required by applicable law and shall provide Contractor with evidence of such withholding.

4.3 If Client in good faith disputes an invoiced amount, Client shall promptly notify Contractor in writing of the disputed amount and the reason therefor, and the Parties shall negotiate in good faith to resolve the dispute. Client shall pay any undisputed portion in accordance with this Section.

5. CONFIDENTIALITY

5.1 Each Party (the Receiving Party) shall keep confidential and not disclose to any third party any non-public information marked or reasonably understood to be confidential (Confidential Information) disclosed by the other Party (the Disclosing Party), except as required by law or to perform its obligations under this Agreement. Confidential Information does not include information that is publicly known through no breach by the Receiving Party, independently developed by the Receiving Party, or rightfully obtained from a third party without restriction.

5.2 The Receiving Party shall use the Confidential Information solely to exercise its rights and perform its obligations under this Agreement and shall limit access to those employees, contractors and advisors with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

6. INTELLECTUAL PROPERTY

6.1 Unless otherwise set forth in Schedule A, Contractor assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement upon full payment for such Deliverables. Contractor retains ownership of Contractor's pre-existing tools, templates, methodologies and know-how, and grants Client a non-exclusive license to any such pre-existing materials only to the extent embedded in the Deliverables.

6.2 Each Party represents and warrants that it has the necessary rights to grant the rights granted herein and that the Deliverables will not infringe any third-party intellectual property rights.

7. CHANGE ORDERS

7.1 Any changes to the scope, schedule or fees shall be set forth in a written change order signed by authorized representatives of both Parties. Such change order shall include a description of the change, any adjustment to fees, and any adjustment to milestone dates.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

8.1 Each Party represents that it has full corporate power and authority to enter into and perform this Agreement. Contractor warrants that the Services will be performed in a professional manner consistent with industry standards for entities performing similar services.

8.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

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

9.2 Client shall indemnify and hold Contractor harmless from liabilities arising from Client's use of the Deliverables in combination with other materials or for purposes not contemplated by this Agreement, or from Client's negligence or willful misconduct.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, A PARTY'S BREACH OF SECTION 5 (CONFIDENTIALITY) OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.

10.2 THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. TERMINATION

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

11.2 Either Party may terminate this Agreement immediately upon written notice if the other Party (i) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed for its assets; or (ii) ceases to conduct business in the normal course.

11.3 Upon termination, Client shall pay Contractor for Services performed and Deliverables accepted through the effective date of termination, and Contractor shall deliver to Client any work in progress for which Client has paid.

12. INSURANCE

12.1 Contractor shall maintain, at its expense, insurance coverage customary for the nature of the Services performed, including commercial general liability and professional liability insurance, with minimum limits reasonably acceptable to Client. Upon Client's request, Contractor shall provide certificates of insurance evidencing such coverage.

13. NOTICES

13.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth below or to such other address as either Party may designate in writing. Notice shall be deemed given upon receipt.

14. AMENDMENT, WAIVER, ASSIGNMENT

14.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver shall be effective unless in writing. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of its assets.

15. GOVERNING LAW; VENUE

15.1 This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising out of this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 This Agreement, including Schedule A, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

17.1 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 facsimile, PDF, or other electronic means shall be deemed originals for all purposes.

SCHEDULE A — SERVICES AND DELIVERABLES

The following table describes the Services, Deliverable descriptions, milestone/delivery dates, quantities, unit prices and total amounts. Fees and milestones set forth below shall control for payment purposes unless modified by a written change order.

MISCELLANEOUS

18.1 Independent Contractor. Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture, partnership or agency relationship between the Parties.

18.2 Publicity. Neither Party shall issue any press release or make any public announcement concerning the terms of this Agreement without the prior written consent of the other Party, except as required by law.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the date first written above.

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