Legal Contract Specification

LEGAL CONTRACT SPECIFICATION

This Legal Contract Specification (the "Specification") is entered into as of Effective Date: by and between Client Name: with principal address and Contractor Name: with principal address .

RECITALS

WHEREAS, Client requires certain goods, services and technical deliverables described herein and Contractor has the capability and expertise to provide such goods, services and deliverables in accordance with the terms of this Specification;

WHEREAS, the parties desire to set forth the specific requirements, acceptance criteria and allocation of risks governing the performance and delivery of the work described in this Specification;

WHEREAS, the parties intend that this Specification shall be incorporated into and govern the performance obligations between the parties as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means the tangible and intangible outputs described in Section 2 that Contractor is required to deliver to Client. "Acceptance Tests" means the verification procedures described in Section 4. Capitalized terms not defined herein shall have the meanings assigned in the primary agreement between the parties, if any, or otherwise their plain meaning.

2. SCOPE OF WORK AND SPECIFICATIONS

2.1 Contractor shall perform the work and provide the Deliverables in accordance with the functional and technical requirements described below and in any attachments incorporated into this Specification. The parties acknowledge that time is of the essence with respect to milestones set forth below.

3. SCHEDULE AND MILESTONES

3.1 Contractor shall achieve the milestones set forth below. Unless otherwise agreed in writing, failure to meet a milestone which materially delays final delivery shall constitute a breach subject to the remedies in Section 12.

4. ACCEPTANCE

4.1 Deliverables shall be delivered with a written submission noting the applicable acceptance tests. Client shall have an acceptance period of calendar days from receipt to perform Acceptance Tests. If Client rejects a Deliverable, Client shall provide a written notice specifying deficiencies and Contractor shall cure such deficiencies within a reasonable period.

5. CHANGE CONTROL

5.1 Any changes to the scope, specifications, schedule or fees shall be made only by a written change order signed by authorized representatives of both parties. The change order shall describe adjustments to Deliverables, schedule, acceptance criteria and any changes to compensation.

6. FEES AND PAYMENT

6.1 Client shall pay Contractor the fees and expenses described below in consideration for the performance of the work. Unless otherwise specified, payments are due within thirty (30) days of accepted invoice.

7. INTELLECTUAL PROPERTY

7.1 Subject to payment in full of all Fees owed under this Specification, Contractor hereby assigns to Client all right, title and interest in and to the Deliverables and to any deliverable-specific Intellectual Property created specifically for Client under this Specification. Contractor shall retain ownership of pre-existing materials and tools, provided Contractor grants Client a non-exclusive, perpetual, royalty-free license to any incorporated pre-existing materials to the extent necessary to use the Deliverables.

8. CONFIDENTIALITY

8.1 Each party shall maintain as confidential all Confidential Information disclosed by the other party and shall not disclose such information except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that is or becomes publicly available through no fault of 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.

9. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

9.1 Each party represents and warrants that it has the full power and authority to enter into this Specification and to perform its obligations. Contractor represents and warrants that the Deliverables will materially conform to the specifications set forth in Section 2 for a period of ninety (90) days following acceptance. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

10.1 Contractor shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any and all third-party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's breach of its representations, warranties or obligations under this Specification, or from the negligence or willful misconduct of Contractor.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR LIABILITY ARISING FROM (A) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) A PARTY'S INDEMNIFICATION OBLIGATIONS, OR (C) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS SPECIFICATION SHALL NOT EXCEED or the total Fees paid under this Specification in the twelve (12) months preceding the claim, whichever is greater.

12. TERM AND TERMINATION

12.1 This Specification shall commence on the Effective Date and shall continue until completion and final acceptance of the Deliverables, unless earlier terminated in accordance with this Section. Either party may terminate this Specification for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

12.2 Upon termination, Contractor shall deliver to Client all work in progress and any Deliverables completed to date. Client shall pay Contractor for all work performed and reasonable, non-cancellable commitments incurred through the effective date of termination, subject to Client's rights to set-off for breach.

13. NOTICES

13.1 All notices, consents, waivers and other communications required or permitted under this Specification shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate in writing.

14. GOVERNING LAW; DISPUTE RESOLUTION

14.1 This Specification shall be governed by and construed in accordance with the laws of the State of without regard to its conflict-of-law principles. The parties shall first attempt in good faith to resolve disputes by negotiation between senior representatives. If unresolved within thirty (30) days, either party may pursue any right or remedy available at law or in equity.

15. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

15.1 This Specification, together with any attachments and duly executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Specification is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment, modification or waiver of any provision of this Specification 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 subsequent breach.

16. COUNTERPARTS

16.1 This Specification may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures provided by electronic means shall be deemed original signatures for all purposes.

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