Legal Agreement Guide

LEGAL AGREEMENT GUIDE

This Legal Agreement Guide (the "Agreement") is entered into as of the day of , by and between Client Name: with principal place of business at and Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to obtain certain professional services, consulting, or deliverables described in this Agreement, and Provider has the expertise and capacity to provide such services under the terms set forth below.

WHEREAS, the parties intend that the scope, schedule, compensation, and intellectual property allocations be governed by the terms of this Agreement and any exhibits or schedules expressly incorporated herein.

WHEREAS, the parties agree that this Agreement will serve as a guide to document primary commercial and legal terms, while allowing attachment of project-specific statements of work or schedules as needed.

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

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below:

"Services" means the services and deliverables described in Section 2 and any Statement of Work executed under this Agreement.

"Confidential Information" means nonpublic information disclosed by either party to the other 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.

2. SCOPE OF SERVICES

Provider shall perform the Services as set forth in one or more Statements of Work (each, a "SOW") to be executed by the parties. Each SOW will describe the specific tasks, deliverables, schedule, acceptance criteria and applicable fees.

3. TERM; TERMINATION

The term of this Agreement begins on the Commencement Date specified in the applicable SOW or, if none, on the Effective Date above, and continues for months unless earlier terminated as provided below.

Either party may terminate this Agreement or any SOW for material breach by the other party if such breach remains uncured for days following written notice specifying the breach.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth in each SOW. Unless otherwise specified, invoices are due net days from invoice date. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permissible rate under applicable law.

5. CONFIDENTIALITY

Each party shall: (a) hold Confidential Information of the other in confidence using at least the same degree of care it uses to protect its own confidential information, and (b) not disclose Confidential Information to any third party except as permitted by this Agreement. Confidentiality obligations shall survive termination for years, except for trade secrets which shall be protected for so long as they remain trade secrets.

6. INTELLECTUAL PROPERTY

Unless otherwise provided in an applicable SOW, Provider retains ownership of its pre-existing intellectual property and any general skills, know-how and methodologies. Client shall own the deliverables specifically identified as work-for-hire in the applicable SOW upon full payment. Provider grants Client a nonexclusive, nontransferable license to use Provider's pre-existing materials solely as incorporated in the deliverables for Client's internal business purposes.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Provider represents that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third party claims arising out of the indemnifying party's gross negligence, willful misconduct or breach of its representations, warranties or obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED or the total fees paid by Client to Provider under the applicable SOW in the preceding twelve months, whichever is greater. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

10. INSURANCE

Provider shall maintain commercial general liability insurance and professional liability (errors and omissions) insurance in amounts customary and reasonable for the services provided. Minimum limits (if any) are:

11. COMPLIANCE WITH LAWS

Each party shall comply with all applicable federal, state and local laws, rules and regulations in the performance of its obligations under this Agreement, including those relating to data privacy, export controls, employment and tax withholding.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may specify in writing.

13. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between executives of the parties. If the dispute is not resolved within thirty (30) days, the parties shall proceed to binding arbitration before a single arbitrator in the jurisdiction specified in Section 14, except that either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles.

15. MISCELLANEOUS

Entire Agreement. This Agreement, together with all SOWs and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

Amendments; Waiver. Any amendment to this Agreement must be in writing signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

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 binding.

ATTACHMENTS AND SCHEDULES

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