Legal Combined Agreement

LEGAL COMBINED AGREEMENT

This Legal Combined Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider Name: with principal address: .

RECITALS

WHEREAS, Client desires to retain Provider to perform the services and grant limited rights as more particularly described in this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services and deliverables set forth below; and

WHEREAS, the parties intend by this Agreement to set forth the terms governing services, confidentiality, payment, intellectual property, and related commercial matters.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a party relating to business, technical, financial, or other information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.2 "Deliverables" means tangible or intangible work product to be delivered by Provider under this Agreement as further described in Section 2.

2. SCOPE OF SERVICES

2.1 Provider shall perform the services described in the Service Description below and shall deliver the Deliverables in accordance with the schedule and milestones agreed by the parties. Provider shall perform services in a professional manner consistent with industry standards.

3. TERM; TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party upon thirty (30) days' prior written notice if such breach remains uncured at the expiration of such notice period.

4. PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth below. Fees are due within days from receipt of a proper invoice, unless otherwise agreed in writing.

4.2 Late Payments. Overdue payments shall bear interest at the lesser of 1.5% per month or the maximum permitted by law, and Client shall be responsible for reasonable collection costs.

5. CONFIDENTIALITY

5.1 Protection. Each party shall use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be used except to perform obligations under this Agreement.

5.2 Exclusions. Confidential Information does not include information that is publicly known through no fault of the receiving party, independently developed by the receiving party, or rightfully received from a third party without breach of any obligation of confidentiality.

6. INTELLECTUAL PROPERTY

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

6.2 Provider Materials. Provider may use general skills, know-how, methods, and generic tools in performing services; such Provider Materials shall not be deemed Deliverables and remain Provider's sole property, provided that no Confidential Information of Client is disclosed.

7. REPRESENTATIONS; WARRANTIES; DISCLAIMER

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

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 exclusive remedy for breach of this warranty will be re-performance of the nonconforming services or, if Provider fails to re-perform within a reasonable period, refund of the fees paid for the nonconforming services.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Provider. Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Provider's willful misconduct or material breach of this Agreement, subject to Client providing prompt written notice and reasonable cooperation in the defense.

8.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES.

9. INSURANCE

Provider shall maintain at its expense commercial general liability insurance and professional liability insurance sufficient to cover its obligations under this Agreement and shall provide certificates of insurance upon request.

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 specify by notice in accordance with this Section. Notices shall be deemed received upon personal delivery, one (1) business day after courier delivery, or three (3) business days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. No amendment or modification of this Agreement will be effective unless it is in writing and signed by authorized representatives of both parties.

11.2 Waiver. No waiver of any term shall be deemed a waiver of any other term or subsequent breach. A waiver must be in writing and signed by the waiving party.

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 transmitted by electronic means shall be binding.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws chosen by the parties. The parties agree that the governing jurisdiction for disputes will be:

12.2 Entire Agreement. This Agreement, including any exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

13. MISCELLANEOUS PROVISIONS

13.1 Subcontracting. Provider may engage subcontractors to perform parts of the services provided that Provider remains responsible for the subcontracted work and compliance with this Agreement.

13.2 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship or agency relationship between the parties.

AUTHORIZATIONS

By executing below, each party represents and warrants that the person signing on its behalf is authorized to bind such party to the terms of this Agreement.

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