Legal Agreements Packet

LEGAL AGREEMENTS PACKET

This Legal Agreements Packet (the "Agreement") is entered into as of Effective Date: by and between Client Name: , Client Entity Type: Individual Corporation LLC Partnership Address: (hereinafter "Client"), and Service Provider Name: , Provider Entity Type: Individual Corporation LLC Partnership Address: (hereinafter "Provider"). Client and Provider may be individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing the services described in Section 2 below and possesses the professional skill, experience and resources necessary to perform such services; and

WHEREAS, Client desires to retain Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services, fees, confidentiality, intellectual property and related matters in a single integrated agreement.

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 acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the services to be provided by Provider to Client as described in Section 2.1. 1.2 "Deliverables" means tangible or intangible results specifically described in Section 2 that Provider is required to deliver to Client. 1.3 Terms not otherwise defined in this Agreement shall have their ordinary and customary meanings.

2. SERVICES; SCOPE OF WORK

2.1 Scope. Provider shall perform the services and produce the Deliverables described as follows:

2.2 Changes. Any material change to the scope, timing or specifications of the Services shall require a written amendment in accordance with Section 12 (Amendments) signed by both Parties.

3. FEES; PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth below and in any attached statements of work. Compensation for Services shall be:

3.2 Invoices. Provider shall submit invoices to Client at the intervals stated in the payment terms. Client shall pay undisputed amounts within the period specified. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. TERM; TERMINATION

4.1 Term. This Agreement commences on the Effective Date and continues for the period specified: Term:

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

4.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party. Upon termination, Client shall pay Provider for Services performed and Deliverables delivered through the date of termination.

5. CONFIDENTIALITY

5.1 Definition. "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 given the nature of the information.

5.2 Obligations. The receiving Party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted under this Agreement.

5.3 Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was rightfully known prior to disclosure; (iii) is received from a third party without breach; or (iv) is independently developed without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Preexisting Materials. Each Party retains all right, title and interest in and to materials owned or developed by such Party prior to or outside the scope of this Agreement.

6.2 Assignment of Deliverables. Subject to Client's payment of all Fees, Provider hereby assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement, excluding Provider's tools, methodologies and any Provider preexisting materials embedded in Deliverables, for which Provider grants Client a perpetual, non-exclusive, royalty-free license to the extent necessary to use the Deliverables as intended.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Provider Warranties. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. THE WARRANTIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EXCEPT WHERE PROHIBITED BY LAW.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client, its affiliates and their respective officers, directors and employees from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, gross negligence or willful misconduct, or any claim that Deliverables infringe a third party's intellectual property rights.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Client's use of the Deliverables in breach of this Agreement or Client-provided materials.

9. LIMITATION OF LIABILITY

Except for liability arising from a Party's breach of Sections 5 (Confidentiality) or 8 (Indemnification), or for a Party's gross negligence or willful misconduct, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either Party for any claim arising out of or related to this Agreement shall not exceed the total Fees paid or payable by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

10. INSURANCE

Provider shall maintain, at its expense, insurance coverage customary for its industry and sufficient to cover Provider's obligations under this Agreement. Upon Client's request, Provider shall provide certificates of insurance evidencing such coverage.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by written notice. Notices are effective upon personal delivery, confirmed electronic transmission, or three (3) days after deposit with a nationally recognized overnight courier.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

12.2 Waiver. Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the Party's right to enforce that provision subsequently.

12.3 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. Signatures delivered by electronic means shall be deemed original.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 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.

13.2 Entire Agreement. This Agreement, together with any exhibits or statements of work executed contemporaneously, 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.

13.3 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 or unenforceable provision with a valid and enforceable provision that achieves the Parties' original intent to the extent possible.

14. MISCELLANEOUS PROVISIONS

14.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or similar transaction, provided the assignee assumes all obligations hereunder.

14.2 Independent Contractors. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between them.

14.3 Publicity. Neither Party shall issue any public announcement or press release regarding this Agreement without the prior written approval of the other Party, except as required by law.

ADDITIONAL INFORMATION

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