Legal Comprehensive Contract

Legal Comprehensive Contract

This Legal Comprehensive Contract (the "Agreement") is entered into as of Effective Date: by and between Party A: , a Individual Corporation LLC , organized under the laws of ; and Party B: , a Individual Corporation LLC , organized under the laws of . Each of Party A and Party B may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A is engaged in the business of providing certain goods and/or services and possesses skills, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Party B desires to retain Party A to provide such goods and/or services under the terms and conditions set forth herein, and Party A is willing to provide those goods and/or services on such terms; and

WHEREAS, the Parties desire to set forth their respective rights and obligations in writing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the goods and services to be provided by Party A as described in Section 2 and in any Statement of Work executed by the Parties. 1.2 "Confidential Information" means nonpublic information disclosed by a Party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. 1.3 Terms not otherwise defined in this Agreement shall have the meanings commonly attributed to them in commercial contracts.

2. SCOPE OF SERVICES

2.1 Services. Party A shall perform the Services described in the Statement of Work attached hereto or completed below. The Parties acknowledge that the scope may be modified only by a written amendment signed by authorized representatives of both Parties.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

3.2 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.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. COMPENSATION & PAYMENT

4.1 Fees. In consideration for the performance of the Services, Party B shall pay Party A the fees set forth below and in any applicable Statement of Work.

4.2 Expenses. Reimbursable expenses, if any, must be pre-approved in writing and invoiced monthly with supporting documentation. 4.3 Taxes. Each Party shall be responsible for its own applicable taxes arising from this Agreement.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party shall (a) maintain the other's Confidential Information in strict confidence, (b) use such Confidential Information solely to perform its obligations under this Agreement, and (c) restrict access to such Confidential Information to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

5.2 Exclusions. Confidential Information shall not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully in the receiving Party's possession prior to disclosure; or (iii) is independently developed without reference to the disclosing Party's Confidential Information.

5.3 Required Disclosure. If a receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing Party (to the extent permitted) and cooperate to seek protective measures.

6. INTELLECTUAL PROPERTY

6.1 Work Product Ownership. Unless otherwise agreed in writing, all deliverables, inventions, discoveries, improvements, software, documentation and other work product created by Party A in connection with the Services ("Work Product") shall be deemed a work made for hire and all right, title and interest therein shall vest exclusively in Party B upon full payment for the Services. To the extent any Work Product does not qualify as work made for hire, Party A hereby irrevocably assigns to Party B all right, title and interest in and to such Work Product.

6.2 Background IP. Each Party retains all right, title and interest in its pre-existing intellectual property. To the extent either Party provides background materials or tools, the providing Party grants the receiving Party a nonexclusive, nontransferable, royalty-free license to use such materials solely as necessary to receive the benefits of this Agreement.

7. REPRESENTATIONS & WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement, when executed and delivered, will constitute a valid and binding obligation enforceable in accordance with its terms.

7.2 Performance Warranty. Party A warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards for the relevant services for a period of sixty (60) days following delivery, and Party A will, at its expense, re-perform any Services that fail to meet this warranty.

7.3 Disclaimer. Except for the express warranties set forth in this Section, neither Party makes any other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

8. INDEMNIFICATION

8.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors, employees and agents from and against any and all claims, damages, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Work Product infringes any intellectual property rights of a third party, provided Party B gives prompt written notice of such claim and permits Party A to control the defense and settlement thereof.

8.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A from and against any claims arising from Party B's breach of this Agreement or Party B's negligence or willful misconduct.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. Except for liabilities arising from a Party's gross negligence or willful misconduct or breach of Sections 5 (Confidentiality) or 6 (Intellectual Property), neither Party shall be liable for any indirect, incidental, special, consequential or punitive damages, including lost profits, even if advised of the possibility of such damages.

9.2 Cap on Liability. Each Party's aggregate liability for all claims arising out of or related to this Agreement shall not exceed the total fees actually paid by Party B to Party A under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

10. INSURANCE

10.1 Insurance Requirements. Party A shall, at its own expense, maintain commercial general liability insurance with limits of not less than per occurrence and professional liability insurance as applicable. Upon request, Party A shall provide certificates of insurance evidencing such coverage.

11. NOTICES

11.1 Notices. All notices, consents and approvals required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice. Notices shall be deemed given on the date of personal delivery, on the date of confirmed electronic delivery, or three (3) business days after deposit with a nationally recognized overnight courier.

12. ASSIGNMENT

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

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits and statements of work executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations 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. AMENDMENTS; WAIVER; COUNTERPARTS

16.1 Amendment. No amendment or modification of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties.

16.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. A waiver must be in writing to be effective.

16.3 Counterparts and 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 and the same instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

17. ADDITIONAL PROVISIONS

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