Legal Contract Set

LEGAL CONTRACT SET

This Legal Contract Set (the "Agreement") is made and entered into as of Effective Date: , by and between Client Name: , an entity of type Corporation LLC Individual, with its principal place of business at , and Provider Name: , an entity of type Corporation LLC Individual, with its principal place of business at .

RECITALS

WHEREAS, Client desires to engage Provider to perform the services described herein and Provider represents that it has the experience, personnel, and resources to provide such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will provide services to Client and the manner in which Client will compensate Provider; and

WHEREAS, the parties intend for this Agreement to constitute the complete and binding agreement between them with respect to the subject matter hereof.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, 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 activities described in Exhibit A attached hereto and incorporated herein. Exhibit A is the written description provided in the Services Description field below and may be amended only as provided in Section 13.

2. SCOPE OF WORK

2.1 Provider shall perform the Services in accordance with the timelines, standards, and specifications mutually agreed by the parties. Provider shall devote the personnel necessary to perform the Services and shall perform in a professional and workmanlike manner in accordance with industry standards.

3. TERM

3.1 This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided in Section 10.

4. COMPENSATION

4.1 Client shall pay Provider the Fees described below. Fees are due in accordance with the payment schedule and are exclusive of taxes unless expressly stated otherwise.

5. CONFIDENTIALITY

5.1 Each party (the "Receiving Party") shall maintain in confidence and shall not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes nonpublic business, technical, financial and product information disclosed orally, in writing, or by inspection.

5.2 Confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Except as otherwise mutually agreed in writing, Provider assigns to Client all right, title and interest in and to all Deliverables produced for Client under this Agreement, including all intellectual property rights therein. Provider shall, at Client's request and expense, execute documents necessary to effectuate such assignment.

6.2 Provider shall retain ownership of Provider's pre-existing tools, materials, processes and know-how. Provider grants Client a nonexclusive, worldwide, royalty-free license to any Provider pre-existing materials incorporated into Deliverables solely to the extent necessary to use the Deliverables.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

8. INDEMNIFICATION

8.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors and agents from and against any third-party claim arising out of Provider's breach of its representations, warranties, or obligations under this Agreement, or Provider's negligent acts or omissions. Client shall promptly notify Provider in writing of any claim for which indemnification is sought.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERMINATION

10.1 Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice for material breach by the other party if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach.

11. INSURANCE

11.1 Provider shall maintain commercial general liability insurance and, where applicable, professional liability insurance in amounts reasonable for the scope of Services. Provider shall provide certificates of insurance to Client upon request and shall notify Client of any cancellation or material reduction in coverage.

12. NOTICES

12.1 All notices permitted or required under this Agreement shall be in writing and delivered to the addresses set forth below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

13. AMENDMENT; WAIVER

13.1 No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

14.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically by facsimile or electronic transmission shall be deemed original signatures for all purposes.

15. GOVERNING LAW

15.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

16. ENTIRE AGREEMENT

16.1 This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, agreements and understandings, whether written or oral.

17. SEVERABILITY

17.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall endeavor to replace the invalid provision with a valid provision that most nearly achieves the parties' intent.

18. ADDITIONAL PROVISIONS

18.1 Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The parties further acknowledge that they have had the opportunity to seek independent legal advice.

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