Legal Argyle Agreement

LEGAL ARGYLE AGREEMENT

This Legal Argyle Agreement (the "Agreement") is entered into as of by and between Client Name: , an entity organized as Corporation LLC Individual, with principal place of business at (\"Client\"), and Provider Name: , an entity organized as Corporation LLC Individual, with principal place of business at (\"Provider\").

RECITALS

WHEREAS, Provider develops and provides certain services, software, documentation and deliverables related to Argyle technology and related professional services (collectively, the "Services" and the tangible or intangible results thereof, the "Deliverables");

WHEREAS, Client desires to engage Provider to perform the Services and to receive Deliverables pursuant to the terms and conditions set forth herein, and Provider is willing to perform such Services under the terms and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the Services, Deliverables, confidentiality, intellectual property, fees and other matters.

NOW, THEREFORE

In consideration of the foregoing recitals and the mutual covenants contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether oral, written or electronic, that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, software, technical specifications, trade secrets, customer lists, pricing and financial information.

1.2 "Deliverables" means the tangible and intangible work product prepared by Provider specifically for Client pursuant to an applicable Statement of Work, excluding Provider's pre-existing materials, tools and general know-how.

2. SCOPE OF SERVICES

2.1 Provider shall provide the Services and Deliverables described in each Statement of Work entered into under this Agreement. Each Statement of Work shall describe the scope, schedule, acceptance criteria and fees for the Services. In the event of a conflict between a Statement of Work and this Agreement, the terms of this Agreement shall control unless the Statement of Work expressly states that it amends this Agreement.

2.2 Provider will perform the Services in a professional and workmanlike manner in accordance with prevailing industry standards and shall use reasonable efforts to meet any schedules set forth in the applicable Statement of Work.

3. TERM; TERMINATION

3.1 Term. The initial term of this Agreement shall be for months commencing on the Effective Date, and shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

3.2 Termination for Cause. Either party may terminate this Agreement or any Statement of Work upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

3.3 Effect of Termination. Upon any termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination. Upon payment, Provider shall deliver all Deliverables that are paid in full and Client shall cease use of any Provider Confidential Information or proprietary materials.

4. FEES; PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in each Statement of Work. The initial fee for Services described herein is USD unless otherwise agreed in writing.

4.2 Invoicing and Payment. Provider shall invoice Client in accordance with the payment schedule set forth in the applicable Statement of Work. Unless otherwise stated, Client shall pay invoiced amounts within days of the invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Non-Disclosure. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any third party except to those employees, agents or contractors who need to know such information for the purposes of performing this Agreement and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement.

5.2 Exclusions. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

5.3 Return or Destruction. Upon written request of the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information, except that the Receiving Party may retain one archival copy solely to monitor compliance with its obligations.

6. INTELLECTUAL PROPERTY

6.1 Ownership. As between the parties, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property, tooling, software, algorithms and methodologies ("Provider IP"). Client retains all right, title and interest in and to Client's pre-existing materials.

6.2 License to Deliverables. Subject to full payment of all fees owing hereunder, Provider hereby grants Client a non-exclusive, non-transferable, worldwide license to use the Deliverables solely for Client's internal business purposes. Provider reserves all rights not expressly granted herein.

6.3 Third-Party Components. If Deliverables include any third-party components or open source software, Provider shall provide an inventory of such components and the applicable licenses, and shall not incorporate third-party materials that would obligate Client to disclose Client's proprietary source code.

7. REPRESENTATIONS; WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement and that performance will not violate any applicable law or agreement.

7.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the deficient Services or, if re-performance is not commercially practicable, a refund of the fees paid for the affected Services.

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from and against any third-party claim alleging that the Deliverables, as delivered by Provider, infringe a third party's issued U.S. patent, copyright or trade secret, provided Client gives Provider prompt written notice and reasonable assistance and control of the defense. Provider's obligations do not apply to portions of Deliverables based on Client specifications or to combinations with third-party products not provided by Provider.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against any third-party claim arising from Client's use of the Deliverables in violation of this Agreement or applicable law.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap. EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

Provider shall maintain commercial general liability and professional liability insurance coverage in amounts sufficient to meet industry standards and reasonably acceptable to Client. Upon request, Provider shall provide certificates of insurance evidencing such coverage.

11. DATA PROTECTION

Each party shall comply with applicable data protection laws with respect to personal data processed in connection with this Agreement. Provider will implement reasonable administrative, technical and physical safeguards to protect personal data against unauthorized access, disclosure, alteration or destruction.

12. NOTICES

Notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or delivered by nationally recognized overnight courier to the addresses provided above or to such other address as a party may designate in writing.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by both parties.

13.2 Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as originals.

14. MISCELLANEOUS

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, acquisition or sale of all or substantially all of its assets.

14.2 Force Majeure. Neither party shall be liable for delay or failure to perform to the extent caused by acts beyond its reasonable control, including natural disasters, strikes, acts of government, or failures of third-party services, provided such party gives prompt notice and uses commercially reasonable efforts to resume performance.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to conflict of laws principles.

15.2 Entire Agreement. This Agreement, together with all Statements of Work, schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, written or oral.

15.3 Severability. If any provision of this Agreement is held 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 achieves the parties' intent to the fullest extent permitted by law.

SIGNATORY AUTHORITY

Each individual signing below represents and warrants that they are authorized to enter into this Agreement on behalf of the party for whom they sign and to bind that party to the terms hereof.

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