Legal Contract Willow

LEGAL CONTRACT WILLOW

This Legal Contract Willow (the "Agreement") is made as of Effective Date: by and between Client Name: Client Entity Type: Individual Corporation LLC and Provider Name: Provider Entity Type: Individual Corporation LLC (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services described herein on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the necessary expertise, personnel and resources to provide the services and deliverables set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their rights and obligations with respect to such services, deliverables and compensation.

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

1. DEFINITIONS

1.1 "Services" means the work described in Section 2 and any statements of work executed pursuant to this Agreement. "Deliverables" means tangible or electronic materials, reports and work product provided by Provider to Client under this Agreement. Other capitalized terms used but not defined shall have the meanings set forth in this Agreement.

2. SCOPE OF SERVICES

Provider shall perform the Services described below and deliver the Deliverables in accordance with the schedule and specifications agreed by the Parties.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues until the Services are completed or the Agreement is terminated in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate immediately upon material breach by the other Party if such breach remains uncured for ten (10) days after written notice specifying the breach.

4. COMPENSATION; EXPENSES

4.1 Fees. Client shall pay Provider fees in accordance with the schedule set forth below. All fees are payable in U.S. dollars.

4.2 Late Payments. Unpaid amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for any reasonable collection costs incurred by Provider.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means non-public information that is disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") either orally or in writing and that is designated as confidential or that by its nature should be understood to be confidential.

5.2 Obligations. The Receiving Party shall (a) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, (b) not use Confidential Information except to perform under this Agreement, and (c) not disclose Confidential Information to any third party except as permitted herein.

5.3 Exceptions. Confidential Information does not include information that is or becomes publicly available through no breach by the Receiving Party, independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or rightfully received from a third party without restriction.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Background IP. Each Party retains all right, title and interest in and to its pre-existing intellectual property and other materials developed outside the scope of this Agreement.

6.2 Work Product. Except as expressly set forth herein, upon full payment of fees due and payable, Provider assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement. Provider shall, at Client's request and expense, execute documents reasonably necessary to effectuate such assignment.

6.3 Provider Tools. Notwithstanding the foregoing, Provider shall retain ownership of Provider's pre-existing tools, methodologies and templates ("Provider Tools"). To the extent Provider Tools are incorporated into Deliverables, Provider grants Client a non-exclusive, non-transferable, royalty-free license to use such Provider Tools embedded in the Deliverables solely for Client's internal use.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement, and that performance will not violate any applicable law or contractual obligation. Provider further warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Provider's breach of this Agreement, gross negligence or willful misconduct, or claims that the Deliverables infringe a third party's intellectual property rights.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against claims arising from Client's misuse of the Deliverables, Client-provided materials, or Client's breach of this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

Provider shall maintain insurance coverage customary for the industry, including commercial general liability and professional liability insurance, with limits sufficient to cover its obligations under this Agreement. Upon request, Provider shall furnish certificates of insurance to Client.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized overnight courier, or by personal delivery, and shall be deemed given upon receipt.

12. ASSIGNMENT

Neither Party may assign or transfer any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in its entirety to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of its assets.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, together with any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid enforceable provision that achieves, to the extent possible, the original economic intent.

15. AMENDMENTS; WAIVER; COUNTERPARTS

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

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