Legal Contract Overview

LEGAL CONTRACT OVERVIEW

This Legal Contract Overview (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: and Provider Name: with principal address: . Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client wishes to engage Provider to perform the services described as: (the "Services");

WHEREAS, Provider has represented that it possesses the experience, qualifications, and personnel necessary to perform the Services in accordance with the terms set forth in this Agreement;

WHEREAS, the Parties wish to set forth in this Overview the principal commercial and legal terms that will govern their relationship, with the intent that these terms govern unless otherwise modified by a written agreement executed by both Parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, capitalized terms shall have the meanings set forth below. "Confidential Information" means nonpublic information disclosed by a Disclosing Party that is identified as confidential or that reasonably should be understood to be confidential. "Deliverables" means the tangible or intangible work product specifically produced for Client pursuant to the Services, including documentation and source materials. Additional defined terms are set forth in the applicable statement of work or purchase order incorporated by reference.

2. TERM

The initial term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with Section 9. Renewal or extension shall occur only by mutual written agreement of the Parties.

3. SERVICES; SCOPE

Provider shall perform the Services described in the statement of work attached hereto or otherwise agreed in writing. Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Specific milestones and acceptance criteria shall be set forth in the applicable statement of work.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth in the applicable statement of work. The standard payment terms are: Amount: , Payment Schedule: . Invoices shall be due within days of receipt unless otherwise agreed in writing. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each Party shall maintain the confidentiality of the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information shall not be disclosed except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes publicly known through no breach by the receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing Party's Confidential Information.

Mutual confidentiality obligations (check if applicable)

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of Provider Pre-Existing Materials and Provider Background Technology. Client shall own the Deliverables upon payment in full for the applicable Deliverable, subject to Provider's ownership of Pre-Existing Materials and any third-party open-source or licensed components. Provider grants Client a non-exclusive, worldwide, royalty-free license to Provider Pre-Existing Materials incorporated into the Deliverables solely to use the Deliverables for Client's internal business purposes.

7. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, damages, liabilities, and expenses arising out of the indemnifying Party's breach of this Agreement, negligence, or willful misconduct. The indemnified Party shall provide prompt written notice of any claim and cooperate in the defense, provided that the indemnifying Party shall control the defense and settlement of such claim.

8. LIMITATION OF LIABILITY

Except for liability arising from a Party's breach of confidentiality, willful misconduct or indemnification obligations, neither Party shall be liable to the other for indirect, incidental, special, consequential or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of a Party for direct damages shall be limited to the total fees paid or payable by Client to Provider under the applicable statement of work during the twelve (12) month period preceding the event giving rise to the claim.

9. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice. Either Party may terminate for convenience upon days' prior written notice. Upon termination, Client shall pay Provider for Services performed and Deliverables delivered through the effective date of termination.

10. NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the state of , without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

12. ENTIRE AGREEMENT

This Agreement, together with any statements of work, exhibits or schedules expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations and communications, whether written or oral.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic and legal effect.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both Parties. Failure or delay by either Party to exercise any right under this Agreement shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute one instrument.

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