Legal Contract Georgiou

LEGAL CONTRACT GEORGIOU

This Legal Contract Georgiou (the "Agreement") is entered into as of the Effective Date: Day: Month: Year: by and between Client Name: with principal address: , and Service Provider Name: with principal address: .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain professional services relating to the project described below, and Provider has represented that it has the expertise, personnel and resources to perform such services in accordance with the terms of this Agreement; and

WHEREAS, Provider agrees to perform the services for Client on the terms and conditions set forth in this Agreement and to deliver results in accordance with the schedules and specifications agreed by the parties; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to such services and related deliverables.

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 professional services and deliverables described in Section 2 and in any Statement of Work executed under this Agreement. 1.2 "Deliverables" means the tangible or electronic work product provided by Provider to Client in connection with the Services. 1.3 Terms defined in this Agreement shall have the defined meanings when used herein.

2. SCOPE OF SERVICES

Provider shall perform the Services described as follows:

Provider shall perform the Services in a timely, professional and workmanlike manner consistent with industry standards. Provider shall provide qualified personnel and shall comply with all applicable laws and regulations in performing the Services.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth below for the Services:

3.2 Invoicing and Payment Terms. Provider shall submit invoices to Client in accordance with the schedule set forth in the applicable Statement of Work or monthly in arrears if no schedule is specified. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

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 or until terminated as provided herein. The anticipated completion date is: .

4.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

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

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential.

5.2 Obligations. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The 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 in no event less than reasonable care.

5.3 Exceptions. Confidential Information shall not include information that: (a) is or becomes public through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates to seek protective measures.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-Existing IP. Each party retains all right, title and interest in and to its pre-existing intellectual property. Neither party transfers any ownership rights by this Agreement except as expressly provided herein.

6.2 Deliverables. Unless otherwise agreed in a written Statement of Work, Provider hereby assigns to Client all right, title and interest in the Deliverables created specifically for Client under this Agreement upon full payment of amounts due; provided, however, that Provider retains a royalty-free, nonexclusive license to incorporate underlying general skills, know-how and methodologies not specific to Client's confidential information.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it is duly organized and has the legal capacity to enter into this Agreement and to perform its obligations. Provider further warrants that the Services will be performed in a professional manner consistent with industry standards and will not knowingly infringe any third-party intellectual property rights.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Provider's negligence, willful misconduct, or breach of the representations and warranties in Section 7. Client shall indemnify Provider to the same extent for claims arising from Client's negligence or breach of this Agreement.

9. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct or indemnity obligations, neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total amount of fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

10. NOTICES

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

11. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

12. 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 delivered by electronic transmission shall be binding.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties: , without regard to its conflict of law principles.

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and such invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

13.3 Entire Agreement. This Agreement, including all Statements of Work and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

14. MISCELLANEOUS

The parties acknowledge that they have had the opportunity to consult with counsel of their choice and that any rule of construction providing that ambiguities are to be resolved against the drafting party shall not apply. Headings are for convenience only and shall not affect interpretation.

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