Legal Contract File

LEGAL CONTRACT FILE

This Legal Contract File (the "Agreement") is entered into as of Effective Date: by and between Client Name: (Entity Type: Individual Corporation LLC ), with principal address at ; and Service Provider Name: (Entity Type: Individual Corporation LLC ), with principal address at . Each of Client and Service Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to procure certain services relating to the scope described in this Agreement and wishes to engage Service Provider to perform such services on the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the professional capability, personnel and resources to provide the services specified in this Agreement and is willing to provide such services to Client under the terms set forth below; and

WHEREAS, the Parties desire to set forth their rights and obligations in connection with the provision and receipt of those services.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the tasks, deliverables and performance obligations described in Section 2 and in any Statement of Work executed under this Agreement. 1.2 "Confidential Information" means non-public information disclosed by a Party that is marked confidential or that reasonably should be understood to be confidential under the circumstances. 1.3 "Deliverables" means tangible or intangible work product delivered by Service Provider to Client pursuant to this Agreement.

2. SERVICES; SCOPE AND PERFORMANCE

2.1 Scope. Service Provider shall perform the Services described as follows:

2.2 Performance Standard. Service Provider shall perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards and shall comply with all applicable laws and regulations.

3. COMPENSATION; PAYMENT TERMS

3.1 Fees. In consideration for the Services, Client shall pay Service Provider the fees set forth below:

3.2 Invoices. Service Provider shall invoice Client in accordance with the Payment Terms. Unless otherwise agreed, Client shall pay undisputed amounts within the number of days set forth in the Payment Terms following receipt of a correct invoice.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated as provided herein. The initial term shall be for through .

4.2 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 breach.

4.3 Effect of Termination. Upon termination, Client shall pay Service Provider for Services performed and Deliverables completed through the termination date. Sections that by their nature survive termination shall survive.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party shall hold Confidential Information in confidence, use it only for the purposes of performing under this Agreement, and not disclose it to any third party except to employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein.

5.2 Exceptions. Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) was in a receiving Party's possession prior to receipt from the disclosing Party, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in a written Statement of Work, Service Provider retains all right, title and interest in pre-existing intellectual property and tools used by Service Provider to perform the Services. Client shall own the Deliverables upon full payment, subject to any licenses expressly granted to Service Provider in writing.

6.2 License. To the extent Client provides materials to Service Provider, Client grants Service Provider a nonexclusive, nontransferable license to use such materials solely to perform the Services.

7. REPRESENTATIONS AND 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.

7.2 Service Provider Warranties. Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. Client's sole and exclusive remedy for breach of this warranty will be re-performance of the deficient Services or, if Service Provider cannot or will not re-perform, a refund of the fees paid for the deficient portion of the Services.

8. INDEMNIFICATION

8.1 Each Party shall defend, indemnify and hold harmless the other Party and its affiliates, officers, directors and employees from and against any third-party claims arising out of a Party's breach of this Agreement, negligence or willful misconduct, except to the extent caused by the other Party's breach or misconduct.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

Service Provider shall maintain commercial general liability insurance and professional liability insurance in amounts customary for the industry and shall provide evidence of such insurance upon reasonable request.

11. FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, strikes, government orders, or supply chain interruptions, provided the affected Party gives prompt written notice and uses commercially reasonable efforts to resume performance.

12. ASSIGNMENT

Neither Party may assign this Agreement 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, acquisition or sale of substantially all of its assets.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier or certified mail (return receipt requested) to the addresses set forth below or to such other address as a Party may designate by notice pursuant to this Section.

14. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by either Party to exercise any right shall not constitute a waiver of that right.

15. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: , without regard to its conflict of laws principles.

The Parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If negotiation fails, the dispute shall be resolved by binding arbitration in the selected jurisdiction under commercially reasonable arbitration rules, unless the Parties agree in writing to proceed in court.

16. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any Statements of Work 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, proposals and communications. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.

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