Legal CLPC Document

Legal CLPC Document

This Legal CLPC Document (the "Agreement") is entered into as of Day: Month: Year: , by and between Client Name: , an entity of type Individual Corporation LLC Other, located at (the "Client"), and Service Provider Name: , an entity of type Individual Corporation LLC Other, located at (the "Provider").

RECITALS

WHEREAS, the Provider is engaged in the business of providing professional consulting, licensing, and related services and possesses certain technical expertise and proprietary materials relevant to the Client's needs; and

WHEREAS, the Client desires to retain the Provider to provide certain consulting services, and the parties desire to establish terms governing the provision of services, a limited license in Provider materials, and protection of confidential information; and

WHEREAS, the parties intend for this Agreement to allocate rights and obligations with respect to services, deliverables, intellectual property, confidentiality, payment, and risk allocation.

NOW THEREFORE, in consideration of the mutual covenants contained herein and 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 professional services to be performed by Provider as described in Section 2 and in the Project Statement. "Deliverables" means the tangible items and documentation delivered to Client as set forth in the Project Statement. "Confidential Information" has the meaning set forth in Section 6.

2. SCOPE OF SERVICES; PROJECT STATEMENT

2.1 Services. The Provider shall perform the Services described in the Project Statement attached as Exhibit A and incorporated herein by reference. The Project Statement shall specify deliverables, milestones, acceptance criteria, and any specific performance standards.

3. LICENSE GRANT

3.1 Grant. Subject to Client's payment and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable, revocable license to use the Deliverables solely for Client's internal business purposes as expressly set forth in the Project Statement. No other rights are granted by implication or otherwise.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the Project Statement. Unless otherwise agreed, fees are due within 30 days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. TERM AND TERMINATION

5.1 Term. This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Section 5, continues for the period set forth in the Project Statement or until completion of the Services.

5.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination.

5.3 Effect of Termination. Upon termination, Client shall pay Provider for Services performed and non-cancelable commitments incurred through the effective date of termination. Sections concerning confidentiality, intellectual property, indemnification, and limitation of liability shall survive termination.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means all non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

6.2 Obligations. The receiving party shall (a) keep Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) limit disclosure to employees, contractors or advisers who have a need to know and are bound by obligations of confidentiality no less protective than those herein.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except for the limited license granted to Client in Section 3, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property and any enhancements, developments or modifications thereto. Client retains ownership of its pre-existing materials provided to Provider.

7.2 Deliverables. To the extent Deliverables are created specifically for Client and paid in full, Provider grants Client the license rights set forth in Section 3. Provider shall retain source code, methodologies, templates, and tools developed independently of Client's Confidential Information.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend, and hold harmless Client from and against any third-party claims alleging that the Deliverables, as delivered, infringe a third party's issued patents, copyrights or trade secrets, provided Client gives prompt written notice and reasonable cooperation to Provider. Provider's obligations shall not apply to the extent the claim arises from Client's combination of the Deliverables with other materials or Client's modification of the Deliverables.

8.2 Client Indemnity. Client shall indemnify, defend, and hold harmless Provider from and against claims arising from Client's misuse of the Deliverables or Client-provided materials, except to the extent caused by Provider's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable for special, incidental, consequential, punitive, or exemplary damages.

9.2 Cap. Except for liability arising from breach of confidentiality, willful misconduct, gross negligence, or indemnity obligations, each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the amounts paid or payable by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

10. 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 a party may designate by notice in accordance with this Section. Notices are effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. 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.

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

11.3 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 delivered by electronic means shall be binding.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 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.

12.2 Dispute Resolution. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within 30 days, the parties shall submit the dispute to binding arbitration administered in accordance with the arbitration rules mutually agreed by the parties. The arbitrator's decision shall be final and enforceable in any court of competent jurisdiction.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, including the Project Statement and any exhibits attached 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 understandings, whether written or oral.

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

SIGNATURES

The parties have executed this Agreement as of the date set forth above.

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