Legal Contract Specifications

LEGAL CONTRACT SPECIFICATIONS

This Legal Contract Specifications (the "Specifications") is entered into as of Effective Date: by and between Client Name: (Client) and Service Provider Name: (Provider).

Client Entity Type: Corporation LLC Individual    Provider Entity Type: Corporation LLC Individual

RECITALS

WHEREAS, Client seeks to procure certain goods, services and associated deliverables described herein for the purpose of: ; and

WHEREAS, Provider represents that it has the expertise, personnel and capacity to perform the work and deliverables in accordance with the specifications and schedule set forth in this document; and

WHEREAS, the parties desire to set forth the material business terms, performance standards and contractual mechanics that shall govern the preparation of a definitive services agreement or similar contract (the "Agreement").

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

1. DEFINITIONS

1.1 "Specifications" means this document and any attachments expressly incorporated by reference, including written descriptions, schedules and acceptance criteria. "Deliverables" means the specific tangible and intangible outputs identified in Section 3. All other capitalized terms shall have the meanings set forth in the Agreement or, if not defined therein, the ordinary commercial meaning.

2. SCOPE OF WORK

Provider shall perform the work described in this Section in a professional and workmanlike manner consistent with industry standards. The scope includes the following:

3. DELIVERABLES; ACCEPTANCE

3.1 Provider shall deliver the items described below and the parties shall follow the acceptance procedure set forth in this Section. Delivery of each Deliverable shall include all documentation and materials reasonably necessary for Client to use and test such Deliverable.

4. SCHEDULE; MILESTONES

Work shall commence on Start Date: and shall be completed by Completion Date: unless extended in accordance with the Agreement.

5. COMPENSATION AND PAYMENT

5.1 Client shall pay Provider the Contract Value in accordance with the payment schedule below. All payments shall be made in lawful currency and unless otherwise stated are exclusive of applicable taxes.

6. CONFIDENTIALITY

The parties acknowledge that in connection with the performance of the Agreement they may disclose Confidential Information. Confidential Information shall mean information that is marked confidential or that, by its nature, ought reasonably to be treated as confidential. Each party shall (i) use Confidential Information solely to perform its obligations under the Agreement; (ii) restrict disclosure to employees and contractors on a need-to-know basis who are bound by confidentiality obligations; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Mutual confidentiality obligation applies.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in the Agreement, Provider hereby grants Client a non-exclusive, worldwide, perpetual license to use the Deliverables for Client's internal business purposes. If the parties intend an assignment of intellectual property, indicate below:

Parties intend assignment of Provider-created intellectual property to Client. If checked, the Agreement shall include a full assignment clause and moral rights waiver as applicable.

8. REPRESENTATIONS AND WARRANTIES

Each party represents that it has full power and authority to enter into the Agreement, that performance will not violate any applicable law or contractual obligation, and that it will perform its obligations in material compliance with applicable laws. Provider further represents that the Deliverables will conform in all material respects to the Specifications and will be free from material defects for a period to be negotiated in the Agreement.

9. INDEMNIFICATION

Provider shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third party claims arising out of Provider's breach of the Agreement, Provider's negligence, or Provider's infringement of third party intellectual property rights, subject to the limitations set forth herein.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, fraud, or Provider's indemnification obligations, neither party shall be liable to the other for consequential, special, indirect or punitive damages. The parties may agree to a liability cap described below.

11. TERM AND TERMINATION

The Agreement term shall commence on the Effective Date and continue for an initial term of months, unless earlier terminated in accordance with the Agreement. Either party may terminate for material breach if such breach is not cured within the cure period set forth in the Agreement.

12. NOTICES

All notices required or permitted under the Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or electronic delivery with confirmation.

13. AMENDMENTS

Any amendment or modification of these Specifications or the Agreement shall be effective only if made in writing and signed by authorized representatives of both parties. No course of conduct shall be deemed an amendment unless reduced to a signed writing.

14. WAIVER

The failure of either party to enforce any provision of these Specifications shall not constitute a waiver of that party's right to subsequently enforce that provision or any other provision. Waiver must be in writing and signed by the waiving party.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Specifications document may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means that reproduce an original signature shall be binding for all purposes.

16. GOVERNING LAW

The Agreement and these Specifications shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

17. ENTIRE AGREEMENT

These Specifications, together with any documents expressly incorporated herein, constitute the entire understanding between the parties with respect to the subject matter and supersede all prior negotiations, representations and agreements, whether written or oral.

18. SEVERABILITY

If any provision of these Specifications is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

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