Legal Agreement with Letter

LEGAL AGREEMENT WITH LETTER

This Legal Agreement with Letter (the "Agreement") is made as of between Client Name: (Client), an entity organized as Individual Corporation Limited Liability Company, with principal place of business at ; and Service Provider Name: (Provider), an entity organized as Individual Corporation Limited Liability Company, with principal place of business at .

RECITALS

WHEREAS, Client desires to obtain certain services and deliverables from Provider as set forth in the Letter of Agreement dated (the "Letter"), which the parties intend to incorporate into this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, and capability to perform the services described in the Letter and in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions that will govern their relationship and the performance of the Services.

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

1.1 "Agreement" means this document together with the Letter and any exhibits or addenda expressly incorporated herein. "Effective Date" means the date set forth above under Agreement Date. "Services" means the tasks, deliverables, milestones and responsibilities described in the Letter and any statement of work executed by the parties.

2. LETTER INCORPORATED

2.1 The Letter dated and titled is attached below and incorporated by reference. The Letter describes the scope, schedule, acceptance criteria, and specific deliverables that form part of the Services.

LETTER OF AGREEMENT

3. SERVICES; PERFORMANCE

3.1 Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Provider shall assign qualified personnel, meet the milestones set forth in the Letter, and comply with Client's reasonable directions regarding delivery and acceptance testing.

3.2 Acceptance. Client shall have the period specified in the Letter to inspect and test deliverables. Absent a timely written rejection specifying material nonconformities, deliverables shall be deemed accepted.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated in accordance with this Section.

4.2 Termination for Cause. Either party may terminate upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days after receipt of written notice describing the breach with reasonable specificity.

5. FEES AND PAYMENT

5.1 Fees. Client shall pay Provider the fees set forth in the Letter. Unless otherwise provided, invoices are due within thirty (30) days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

6. CONFIDENTIALITY

6.1 Each party agrees to hold in confidence and not disclose Confidential Information of the other party except to its employees, agents and contractors who have a need to know and who are bound to confidentiality obligations. Confidential Information shall not include information that is publicly known through no fault of the receiving party or that is independently developed.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents that it has full power and authority to enter into this Agreement and that the execution and performance of this Agreement will not violate third-party rights or applicable law. Provider warrants that the Services will be performed in accordance with the Letter and this Agreement.

8. INDEMNIFICATION

8.1 Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Provider's gross negligence, willful misconduct, or breach of Provider's representations. Client shall indemnify Provider for claims arising from Client's misuse of deliverables or breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INTELLECTUAL PROPERTY

10.1 Ownership. Unless otherwise stated in the Letter, Provider retains all right, title and interest in Provider's pre-existing materials and tools. Subject to Client's payment of all fees due, Provider grants Client a nonexclusive, nontransferable license to use deliverables for Client's internal business purposes. Any transfer of ownership of specific deliverables must be set forth in writing.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth below. Notices are effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 This Agreement may be amended only by a written instrument signed by both parties. No waiver of any breach will be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement, together with the Letter and any exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations and agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Independent Contractors. The parties are independent contractors and nothing herein creates a partnership, joint venture, agency or employment relationship. 15.2 Taxes. Each party is responsible for its own taxes arising from performance under this Agreement.

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