Legal Confirmed Contract Agreement

LEGAL CONFIRMED CONTRACT AGREEMENT

This Legal Confirmed Contract Agreement (the "Agreement") is made and entered into as of Effective Date: by and between First Party Name: with principal address First Party Address: (hereinafter "First Party"), and Second Party Name: with principal address Second Party Address: (hereinafter "Second Party"). First Party and Second Party are sometimes individually a "Party" and collectively the "Parties."

RECITALS

WHEREAS, First Party is engaged in the business described as: and possesses certain capabilities, personnel, and resources necessary to perform the services set forth herein; and

WHEREAS, Second Party desires to engage First Party to perform services and deliverables described herein on the terms and conditions set forth in this Agreement, and First Party agrees to perform such services for consideration as provided below; and

WHEREAS, the Parties intend by this Agreement to define their respective rights and obligations with respect to the services, payment, confidentiality, indemnity, and other matters described in this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the work, tasks and deliverables to be provided by First Party to Second Party as set forth in Section 2 and in any Statement of Work executed by the Parties. 1.2 "Confidential Information" means non-public information disclosed by a Party that is designated as confidential or that, given the nature of the information, should reasonably be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Services. First Party shall perform the services described below in a professional and workmanlike manner consistent with industry standards:

2.2 Deliverables and Acceptance. Deliverables, milestones, and objective acceptance criteria shall be set forth in a Statement of Work or in writing signed by both Parties. Unless otherwise agreed, completion of Services shall be evidenced by written acceptance signed by Second Party or deemed accepted after a reasonable cure period of thirty (30) days following notification of deficiencies.

3. TERM; TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for Term Length: 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 if such breach is not cured within thirty (30) days after written notice specifying the nature of the breach.

4. FEES AND PAYMENT

4.1 Fees. In consideration for the Services, Second Party shall pay First Party the fees set forth in the applicable Statement of Work or as set forth below: Total Fee: .

4.2 Invoicing and Payment. First Party shall submit invoices in accordance with the schedule set forth in the Statement of Work. Unless otherwise specified, payment is due within thirty (30) days of receipt of a proper invoice. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each Party agrees to hold Confidential Information of the other Party in strict confidence and not to 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 is or becomes generally known to the public through no fault of the receiving Party.

5.2 Remedies. The Parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section and that equitable relief, including injunction, may be appropriate in addition to other remedies.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

6.2 First Party Warranty. First Party warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. The foregoing warranty shall be the sole and exclusive warranty provided by First Party.

7. INDEMNIFICATION

7.1 Indemnity by First Party. First Party shall defend, indemnify and hold harmless Second Party and its officers, directors and employees from and against any third-party claim arising out of First Party's gross negligence, willful misconduct, or material breach of its representations and warranties in this Agreement.

7.2 Procedure. A Party seeking indemnification shall provide prompt written notice of any claim, and the indemnifying Party shall assume control of the defense and settlement, provided that the indemnifying Party may not settle any claim that imposes obligations on the indemnified Party without the indemnified Party's consent.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR A PARTY'S BREACH OF SECTION 5 (CONFIDENTIALITY) OR SECTION 7 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY SECOND PARTY TO FIRST PARTY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any of its rights hereunder 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 its assets provided the assignee assumes all obligations hereunder.

10. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed as follows:

Notices shall be deemed given when delivered by hand, upon confirmation of receipt when sent by certified mail, or upon confirmation of transmission when sent by electronic mail to an address provided in writing by the receiving Party.

11. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise preclude other exercises of such right.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, together with all Statements of Work and schedules 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, or communications, whether oral or written.

15. 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 facsimile or electronic image shall be binding.

16. MISCELLANEOUS

The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to Sections 5 (Confidentiality), 7 (Indemnification), 8 (Limitation of Liability), 12 (Severability), and 14 (Entire Agreement).

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