Legal Baraliakos Agreement

LEGAL BARALIAKOS AGREEMENT

This Legal Baraliakos Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address at , and Service Provider Name: with principal address at . Each of Client and Service Provider is a "Party" and together the "Parties."

RECITALS

WHEREAS, Client desires to engage Service Provider to provide certain services as described herein, and Service Provider represents that it has the expertise and capacity to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the Parties intend to set forth in writing their respective rights and obligations regarding the scope, schedule, compensation and ownership of work product related to the services to be performed under this Agreement; and

WHEREAS, the Parties desire that this Agreement govern their relationship and provide for remedies in the event of breach, termination or dispute.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means the tangible and intangible materials, reports, inventions, designs, code, documentation and other work product created, produced or delivered by Service Provider pursuant to this Agreement as further described in Section 2.1.

2. SCOPE OF SERVICES

2.1 Services. Service Provider shall perform the services and deliver the Deliverables described in the Deliverables Description below in a timely and professional manner consistent with industry standards.

3. COMPENSATION

3.1 Fees. In consideration for the services, Client shall pay Service Provider the fees set forth below. Fees shall be payable in accordance with the Payment Terms.

3.2 Expenses. Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance, subject to documentation and prior written approval where required.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on Term Start Date: and continue until Term End Date: unless earlier terminated in accordance with this Section 4.

4.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach.

4.3 Effect of Termination. Upon termination, Service Provider shall deliver all completed and partially completed Deliverables and Client shall pay Service Provider for all services performed and reasonable non-cancellable obligations incurred through the effective date of termination.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means all non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information; (b) not use Confidential Information except to perform under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted herein.

5.2 Exclusions. Confidential Information does not include information that is or becomes publicly known through no act or omission of the receiving Party, or was rightfully received from a third party without breach of any obligation of confidentiality.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth in this Agreement, each Party retains ownership of its pre-existing intellectual property. Service Provider hereby assigns to Client all right, title and interest in the Deliverables created specifically for Client under this Agreement, subject to Client's timely payment of all amounts due.

6.2 License to Pre-existing Materials. To the extent Service Provider incorporates pre-existing materials or tools into Deliverables, Service Provider grants Client a perpetual, non-exclusive, royalty-free license to use such pre-existing materials solely as embedded within the Deliverables.

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 Service Provider Warranties. Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards and that Deliverables will materially conform to the specifications set forth in the Deliverables Description for a period of days following delivery.

8. INDEMNIFICATION

8.1 Indemnity by Service Provider. Service Provider shall defend, indemnify and hold Client harmless from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Service Provider's negligent acts, willful misconduct or breach of its representations, warranties or obligations under this Agreement.

8.2 Indemnity by Client. Client shall indemnify and hold Service Provider harmless against claims arising from Client's breach of this Agreement, misuse of Deliverables, or Client-provided content or instructions that infringe third-party rights.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. NOTICES

10.1 All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as either Party may designate by written notice to the other Party.

11. GOVERNING LAW

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

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, 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 oral or written.

15. 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. Facsimile or electronic signatures shall be binding for all purposes.

16. MISCELLANEOUS

16.1 Relationship of the Parties. 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.

16.2 Assignment. Neither Party may assign its rights or delegate its obligations under 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 change of control provided that the assignee assumes the assigning Party's obligations hereunder.

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