Legal Complete Agreement

LEGAL COMPLETE AGREEMENT

This Legal Complete Agreement ("Agreement") is made effective as of by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client seeks to procure certain services and deliverables related to the business activities described below; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services set forth in this Agreement and is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their mutual rights and obligations in writing.

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

1.1 "Services" means the services to be performed by Service Provider as described in Section 2 and in any Statement of Work attached hereto. "Deliverables" means tangible or intangible items to be delivered to Client as part of the Services.

1.2 Other defined terms used in this Agreement shall have the meanings set forth where first used or as set forth in an executed Statement of Work.

2. SCOPE OF SERVICES; DELIVERABLES

2.1 Services. Service Provider shall perform the Services described in the scope below in a professional and workmanlike manner and in accordance with applicable industry standards.

3. COMPENSATION; PAYMENT TERMS

3.1 Fees. Client shall pay Service Provider the fees set forth below in consideration for the Services and Deliverables. Fees shall be invoiced in accordance with Section 3.2.

3.2 Invoicing and Payment. Service Provider shall submit invoices to Client in accordance with the Billing Schedule. Client shall pay undisputed invoices within days of receipt. Late payments shall bear interest at the rate of or the maximum rate permitted by law, whichever is less.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided herein.

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 such breach within days after receipt of written notice specifying the breach.

4.3 Termination for Convenience. Client may terminate this Agreement for convenience upon providing days' prior written notice to Service Provider. In the event of termination, Service Provider shall be entitled to payment for Services performed through the effective date of termination.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other 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.

5.2 Non-Disclosure. Receiving Party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except as required to perform the Services or as required by law. Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise expressly agreed in a written Statement of Work, all pre-existing intellectual property of each party shall remain the sole property of that party. All Deliverables specifically created for Client under this Agreement shall be deemed "work made for hire" and, to the extent not a work made for hire, Service Provider hereby assigns to Client all right, title and interest in and to such Deliverables upon payment in full.

6.2 License Back. Service Provider may retain a non-exclusive, non-transferable license to use general know-how, methodologies and tools developed or used by Service Provider that are not specific to Client's Confidential Information or Deliverables.

7. REPRESENTATIONS AND WARRANTIES

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 Service Provider Warranties. Service Provider warrants that the Services will be performed in a professional manner in accordance with applicable industry standards and that the Deliverables will materially conform to the specifications set forth in the applicable Statement of Work for a period of following acceptance.

8. INDEMNIFICATION

8.1 Indemnity by Service Provider. Service Provider shall defend, indemnify and hold harmless Client and its affiliates and their respective officers, directors and employees from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Service Provider's breach of any representation, warranty or obligation under this Agreement; or (b) allegations that Service Provider's Deliverables infringe a third party's intellectual property rights, provided that Client gives Service Provider prompt written notice of any claim and reasonable cooperation in the defense and settlement of such claim.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from willful misconduct, fraud, Gross Negligence, or indemnification obligations, neither party's aggregate liability to the other for any and all claims arising out of or relating to this Agreement shall exceed the total amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

10. INSURANCE

Service Provider shall maintain, at its expense, insurance coverage customary for the industry and sufficient to cover its obligations under this Agreement, including commercial general liability and professional liability insurance, and shall furnish certificates of insurance upon Client's request.

11. NOTICES

All notices 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 shall be effective upon receipt.

12. AMENDMENTS; WAIVER

12.1 Amendments. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

12.2 Waiver. Failure or delay by either party in exercising any right or remedy shall not constitute a waiver of such right or remedy unless set forth in a written instrument signed by the waiving party.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state whose name is entered below, without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT

This Agreement, including all exhibits and Statements of Work 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. 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 remain in full force and effect and shall be construed so as to effectuate the intent of the parties as reflected herein.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. A facsimile, PDF or other electronic copy of a party's signature shall be considered an original signature for all purposes.

ADDITIONAL PROVISIONS

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