Legal Agreement Master

LEGAL AGREEMENT MASTER

This Master Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A: , a Corporation LLC Partnership Individual, organized under the laws of , with principal place of business at ; and Party B: , a Corporation LLC Partnership Individual, organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Party A provides certain professional services, technology, deliverables and/or consulting expertise described herein and in the scope of work attached hereto; and

WHEREAS, Party B desires to engage Party A to perform services and produce deliverables under the terms of this Agreement, and Party A is willing to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend this Agreement to govern all statements of work, purchase orders, and work orders executed between the parties that incorporate this Agreement by reference.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Affiliate" means any entity that controls, is controlled by, or is under common control with a party. Control means the power to direct management or policies by ownership, contract or otherwise.

1.2 "Confidential Information" means non-public information disclosed by a disclosing party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business, technical, financial and pricing information, and the terms of this Agreement.

1.3 "Deliverables" means the tangible and intangible work product to be provided to the client as described in the applicable statement of work.

2. SERVICES; STATEMENTS OF WORK

2.1 Services. Party A shall perform the services described in one or more statements of work executed by the parties which shall reference this Agreement and specify the scope, schedule and applicable fees. Party A shall perform services in a professional and workmanlike manner consistent with industry standards.

2.2 Change Orders. Any material change in scope, schedule or fees must be approved in writing by authorized representatives of both parties via a change order referencing the applicable statement of work.

3. TERM

This Agreement commences on the Effective Date and continues for an initial term of months unless earlier terminated in accordance with Section 12. Thereafter the Agreement may be extended by written agreement of the parties.

4. FEES AND PAYMENT

4.1 Fees. Party B shall pay Party A the fees set forth in the applicable statement of work. All fees are payable in U.S. dollars unless otherwise specified.

4.2 Invoicing and Payment Terms. Party A will invoice Party B in accordance with the statement of work. Unless otherwise agreed, payment is due within days of receipt of a correct invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. EXPENSES

Party B will reimburse Party A for reasonable and pre-approved out-of-pocket expenses incurred in connection with the performance of services upon submission of supporting documentation and in accordance with the statement of work.

6. CONFIDENTIALITY

6.1 Obligations. Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) limit disclosure to those employees, contractors or legal advisors who need to know and who are bound by confidentiality obligations no less protective than those herein.

6.2 Exclusions. Confidential Information does not include information that is or becomes generally known to the public other than by breach of this Agreement, independently developed without reference to the other party's Confidential Information, or lawfully received from a third party without restriction.

6.3 Duration. The confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets.

7. INTELLECTUAL PROPERTY

7.1 Preexisting Materials. Each party retains all right, title and interest in and to materials it owned or developed prior to or outside the scope of this Agreement ("Preexisting Materials"). A party grants the other party a non-exclusive, non-transferable license to use Preexisting Materials only to the extent necessary to use the Deliverables as permitted herein.

7.2 Deliverables; Work Product. Unless otherwise agreed in a statement of work, upon full payment by Party B, Party A assigns to Party B all right, title and interest in the Deliverables created specifically for Party B under this Agreement, excluding Preexisting Materials and open source components.

8. 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 hereunder. Party A further represents that the services will be performed in a professional manner in accordance with industry standards.

9. INDEMNIFICATION

9.1 By Party A. Party A shall indemnify, defend and hold harmless Party B and its Affiliates from and against any third-party claims arising out of Party A's breach of its representations, negligent acts or willful misconduct, provided Party B gives prompt written notice, allows Party A to control the defense and cooperates in the defense.

9.2 By Party B. Party B shall indemnify, defend and hold harmless Party A and its Affiliates from and against claims arising from Party B's misuse of the Deliverables, breach of payment obligations, or violation of law.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED .

11. INSURANCE

Party A shall maintain insurance coverage customary for the industry, including commercial general liability and professional liability/errors & omissions insurance with limits no less than , and shall provide certificates upon reasonable request.

12. TERMINATION

12.1 For Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured after days' written notice specifying the breach.

12.2 For Convenience. Either party may terminate this Agreement without cause upon days' prior written notice to the other party, subject to payment for services performed and non-cancellable commitments.

13. 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), courier, or email with confirmation of receipt to the addresses below.

14. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The waiver of any breach shall not constitute a waiver of any subsequent breach.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT

This Agreement, together with all statements of work and change orders executed hereunder, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, oral or written.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that best approximates the parties' original intent.

18. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including scanned and emailed signatures) shall be binding and constitute original signatures.

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