Legal Binding Documents

LEGAL BINDING DOCUMENTS

This Legal Binding Agreement ("Agreement") is made and entered into as of the day of , (the "Effective Date"), by and between Client Name: , with principal place of business at ; and Service Provider Name: , with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain services as described in this Agreement and the attached scope of work; and

WHEREAS, Service Provider represents that it has the necessary experience, qualifications and capacity to perform the services and will perform such services in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided and the consideration to be paid.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms have the meanings set forth below. "Confidential Information" means all non-public information disclosed by either party in any form that is designated as confidential or that the receiving party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure.

2. TERM

This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with Section 9.

3. SCOPE OF SERVICES

Service Provider shall perform the services set forth in the scope of work attached hereto as Exhibit A and incorporated herein by reference. Service Provider shall furnish all labor, materials, equipment and supervision necessary to complete the services in accordance with the timelines and milestones set forth in Exhibit A.

4. CONSIDERATION

As full and complete consideration for the services, Client shall pay Service Provider the sum of USD, payable in accordance with the schedule set forth below.

5. CONFIDENTIALITY

Each party agrees to hold Confidential Information of the other party in strict confidence and to use such Confidential Information only for the purposes of performing under this Agreement. The receiving party shall not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. The obligations in this Section shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets for which the obligations shall survive for as long as such information remains a trade secret under applicable law.

The foregoing confidentiality obligations shall not apply to information that: (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) was known to the receiving party prior to disclosure by the disclosing party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

6. 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. Service Provider further warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

7. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any third party claim to the extent caused by the Indemnitor's breach of this Agreement, negligence, willful misconduct or violation of law.

8. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS. NOTWITHSTANDING THE FOREGOING, A PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. TERMINATION

Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within days after receipt of written notice. Upon termination, Client shall pay Service Provider for services performed and reasonable costs incurred through the effective date of termination.

10. NOTICES

All notices, consents and approvals required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice in accordance with this Section. Notice shall be effective upon personal delivery, three (3) business days after deposit in the U.S. mail, certified or registered, return receipt requested, or one (1) business day after deposit with a nationally recognized overnight carrier.

11. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

12. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, together with all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral, relating to such subject matter.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect to the fullest extent permitted by law.

16. 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 deemed original signatures for all purposes.

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