Legal Contract Front Page

LEGAL CONTRACT FRONT PAGE

This Services Agreement (the "Agreement") is made as of Day: Month: Year: (the Effective Date), by and between Party A Name: with its principal place of business at and Party B Name: with its principal place of business at .

Recitals

WHEREAS, Party A is engaged in the business of providing certain services and possesses expertise, personnel and resources necessary to perform the services contemplated by this Agreement;

WHEREAS, Party B desires to obtain from Party A the services described in this Agreement and Party A is willing to provide such services under the terms and conditions set forth herein;

WHEREAS, the parties intend that the services, fees, schedule and other material terms be set forth in a binding agreement to govern their relationship.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Definitions

1.1 "Services" means the services described in Section 2 and any Statement of Work executed under this Agreement. 1.2 "Confidential Information" means information designated as confidential or which, by its nature, should reasonably be considered confidential.

2. Scope of Services

2.1 Party A shall provide the services described as follows:

3. Compensation; Payment Terms

3.1 As consideration for the performance of Services, Party B shall pay Party A the amounts set forth below and in any attached Statement of Work. Fees are exclusive of taxes unless otherwise stated.

4. Term and Termination

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

4.2 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.

5. Confidentiality

5.1 Each party shall maintain in confidence all Confidential Information received from the other party and shall not disclose such information to any third party except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information shall not include information that is or becomes publicly available other than through a breach of this Agreement.

5.2 Upon termination or expiration of this Agreement, each party shall return or destroy Confidential Information of the other party and certify such return or destruction in writing upon request.

6. Intellectual Property

6.1 Ownership. Except as expressly provided herein, each party retains all right, title and interest in its pre-existing intellectual property. All deliverables created by Party A in performance of the Services and paid for in full by Party B shall be deemed "Work Product" and ownership shall vest in Party B upon full payment, subject to any licensed third-party materials identified in a Statement of Work.

7. Representations and Warranties

7.1 Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized.

8. Indemnification

8.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, gross negligence or willful misconduct.

9. Limitation of Liability

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED OR THE AMOUNTS PAID BY PARTY B TO PARTY A DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHICHEVER IS LESS.

10. Notices

10.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other in accordance with this Section.

11. Amendments; Waiver; Counterparts

11.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. 11.2 No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. 11.3 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.

12. Governing Law; Venue

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

13. Entire Agreement; Severability

13.1 This Agreement, including all exhibits and Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. 13.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid and enforceable provision.

14. Miscellaneous

14.1 Independent Contractors. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture. 14.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a merger or sale of substantially all assets.

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