Legal Agreement Outline

LEGAL AGREEMENT OUTLINE

This Legal Agreement Outline (the "Agreement") is made as of Effective Date: , by and between Client Name: , a , and Service Provider Name: , a . Each of the foregoing may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, First Party engages Second Party to provide certain services described generally as: (the "Services");

WHEREAS, the Parties wish to set forth the principal terms, as further detailed herein, governing the performance of the Services, compensation, allocation of risk, and disposition of intellectual property created in connection with the Services;

WHEREAS, the Parties intend that this Agreement serve as an outline of material terms to be incorporated into a definitive agreement, and that the terms below shall be binding to the extent expressly stated as binding.

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 terms shall have the meanings set forth below. "Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential. "Deliverables" means the tangible or intangible work product and documentation to be delivered by Second Party to First Party under this Agreement, as further described in Section 2.

2. SCOPE OF SERVICES

2.1 Services. Second Party will perform the Services and deliver the Deliverables described in the Service Statement below. The Parties agree that the Service Statement sets forth the material scope and acceptance criteria for the Deliverables.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate this Agreement upon material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach.

4. COMPENSATION

4.1 Fees. As full compensation for the Services and Deliverables, First Party shall pay Second Party the amounts set forth below in accordance with the Payment Schedule. The Parties acknowledge that all fees are exclusive of taxes unless otherwise stated.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each Party shall hold the other Party's Confidential Information in strict confidence, shall not disclose such information to any third party except as expressly permitted by this Agreement, and shall use Confidential Information solely to perform its obligations hereunder.

5.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) was rightfully in the receiving Party's possession prior to disclosure, or (c) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Preexisting Materials. Each Party retains all right, title and interest in and to its preexisting intellectual property and materials.

6.2 Deliverables. Unless otherwise agreed in writing, all Deliverables created by Second Party specifically for First Party under this Agreement shall be owned by . If ownership is retained by Second Party, Second Party shall grant First Party a worldwide, non-exclusive, perpetual license to use the Deliverables for First Party's internal business purposes.

7. 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, and that performance will not violate any applicable law or agreement to which it is a party.

8. INDEMNIFICATION

8.1 Indemnity by Second Party. Second Party shall indemnify, defend and hold harmless First Party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Second Party's gross negligence, willful misconduct, or material breach of this Agreement.

8.2 Indemnity by First Party. First Party shall indemnify, defend and hold harmless Second Party from claims arising from First Party's use of the Deliverables outside the scope of this Agreement or First Party's breach of representations herein.

9. LIMITATION OF LIABILITY

Except for liability arising from a Party's willful misconduct, gross negligence, or obligations under Section 8 (Indemnification), neither Party shall be liable for special, indirect, incidental, consequential or punitive damages. The aggregate liability of each Party arising out of or related to this Agreement shall not exceed during a period of from the date the claim accrues.

10. INSURANCE

During the Term, each Party shall maintain at its own expense insurance coverage customary for its industry and sufficient to cover its obligations under this Agreement, including commercial general liability and, where applicable, professional liability insurance.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, overnight courier, certified mail (return receipt requested), or email (provided a confirmation copy is sent by mail or courier).

12. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS; FORCE MAJEURE

14.1 Entire Agreement. This Agreement, including the Service Statement and any exhibits expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14.4 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, strikes, or governmental actions, provided that the affected Party promptly notifies the other and uses commercially reasonable efforts to resume performance.

EXECUTION

The Parties have executed this Agreement by their duly authorized representatives as of the Effective Date set forth above.

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