Legal Company Document

LEGAL COMPANY DOCUMENT

This Legal Company Document (the "Agreement") is made effective as of Effective Date: by and between Client Name: , an entity organized as Corporation LLC Partnership with its principal place of business at Client Address: ; and Service Provider Name: , an entity organized as Corporation LLC Partnership with its principal place of business at Provider Address: . Each of the foregoing is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client requires certain services pertaining to the business activities set forth herein and desires to engage Provider to perform such services under the terms and conditions of this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources to perform the services described in this Agreement and is willing to provide those services to Client on the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their mutual rights and obligations in a single binding agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Services" means the work to be performed by Provider as described in Section 2. "Deliverables" means tangible or intangible work product delivered to Client. "Confidential Information" means information that is marked confidential or that by its nature a reasonable person would consider confidential.

2. SCOPE OF SERVICES

Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Provider shall assign qualified personnel to perform the Services and shall be responsible for supervising such personnel. Deliverables shall be deemed accepted by Client when accepted in writing or upon payment if no written rejection is provided within 15 days of delivery.

3. TERM

The term of this Agreement shall commence on the Effective Date and continue for a period of Term (months): unless earlier terminated in accordance with Section 10. The Parties may extend the term only by written amendment signed by both Parties.

4. COMPENSATION AND PAYMENT

Client shall pay Provider Fees: in accordance with the payment schedule below. All fees are exclusive of taxes. Provider shall submit invoices to Client and Client shall pay undisputed invoices within Days to Pay: days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law.

5. CONFIDENTIALITY

Each Party shall keep Confidential Information in strict confidence and shall not disclose such information to any third party except as necessary to perform under this Agreement or as required by law. Confidential Information shall not include information that (a) is publicly known other than by breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed without reference to the other Party's Confidential Information. Upon termination, each Party shall return or destroy the other's Confidential Information as requested in writing.

6. INTELLECTUAL PROPERTY

Except as expressly set forth otherwise in writing, Provider hereby assigns to Client all right, title and interest in and to all Deliverables developed specifically for Client under this Agreement, subject to Client's payment of all fees then due. Provider shall retain ownership of Provider pre-existing materials and general know-how, and grants Client a perpetual, nonexclusive license to any such materials incorporated into the Deliverables solely to the extent necessary to use the Deliverables for Client's internal business purposes.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that performance will not violate any agreement or obligation to any third party. Provider further represents that the Services will be performed in a professional manner consistent with industry standards.

8. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any third party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within Cure Period (days): days after receipt of written notice specifying the breach. Upon termination, Client shall pay Provider for Services performed and reasonable costs incurred through the effective date of termination.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by overnight courier to the addresses set forth below or such other address as either Party may designate by notice.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that, to the extent possible, achieves the Parties' original intent.

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original, and executed counterparts may be delivered by electronic transmission.

16. MISCELLANEOUS

Neither Party shall assign or transfer 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 substantially all of its assets. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship.

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