Legal Contract Part A

LEGAL CONTRACT PART A

This Legal Contract Part A ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at and Contractor Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain services described in this Agreement and Contractor has the qualifications and capacity to perform such services in accordance with the terms set forth herein;

WHEREAS, the parties intend that the scope of work, deliverables, schedule, and compensation be set forth in this Agreement and any attachments expressly incorporated by reference;

WHEREAS, the parties desire to establish their respective rights and obligations with respect to the services and to provide procedures for the resolution of disputes that may arise between them;

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

1. DEFINITIONS

1.1 "Services" means the work to be performed by Contractor as described in Section 2 below and in any statement of work agreed by the parties.

1.2 "Deliverables" means tangible or electronic outputs provided by Contractor to Client pursuant to this Agreement.

2. SCOPE OF SERVICES

Contractor shall provide the Services described as follows:

3. TERM

3.1 This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with Section 9.

4. COMPENSATION AND PAYMENT

4.1 Client shall pay Contractor the fees and expenses as set forth below. Fees are exclusive of taxes unless otherwise stated.

5. CONFIDENTIALITY

5.1 Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not use Confidential Information for any purpose except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

5.2 Confidential Information does not include information that is (a) known to the Receiving Party without restriction prior to disclosure; (b) becomes publicly available through no fault of the Receiving Party; (c) rightfully received from a third party without breach of an obligation of confidentiality; or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement, including all copyright and other intellectual property rights therein. Contractor shall, at Client's request and expense, execute documents reasonably necessary to effectuate such assignment.

6.2 Contractor retains ownership of Contractor's pre-existing intellectual property and tools, including methodologies, know-how and general skills, provided Contractor grants Client a non-exclusive, non-transferable license to use any such pre-existing materials to the extent incorporated into the Deliverables.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Contractor represents and warrants that the Services and Deliverables will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards and will not infringe any third party intellectual property rights.

8. INDEMNIFICATION

8.1 Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's breach of this Agreement, negligent acts or willful misconduct, or any claim that the Deliverables infringe a third party's intellectual property rights, provided Client gives Contractor prompt written notice of such claim and cooperates in the defense.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

Contractor shall maintain insurance coverage appropriate to the scope of the Services, including commercial general liability and, where applicable, professional liability insurance, in amounts customary in the industry. Upon request, Contractor shall provide certificates of insurance evidencing such coverage.

11. TERMINATION

11.1 Either party may terminate this Agreement for material breach by the other party upon thirty (30) days' prior written notice if the breaching party fails to cure the breach within that period.

11.2 Upon termination, Client shall pay Contractor for Services performed and Deliverables delivered through the effective date of termination, together with any non-cancellable obligations incurred by Contractor in the performance of the Services.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by reputable overnight courier to the addresses below, or to such other address as either party may designate by notice to the other.

13. AMENDMENT; WAIVER

13.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below without regard to its choice-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the jurisdiction specified below for all disputes arising out of or relating to this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

15.2 If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

16. 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 imaging shall be deemed original signatures for purposes of this Agreement.

SIGNATORY AUTHORITY

Each individual signing this Agreement on behalf of a party represents and warrants that he or she is duly authorized to execute this Agreement and to bind the party on whose behalf he or she signs.

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