Legal Contract with Policy

LEGAL CONTRACT WITH POLICY

This Legal Contract with Policy (the "Agreement") is made and entered into as of by and between Client Name: , a with principal place of business at (hereinafter "Client"), and Service Provider Name: , a with principal place of business at (hereinafter "Provider"). Client and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider provides services and related policies concerning the delivery, security, and handling of goods, information, or services as further described below; and

WHEREAS, Client desires to engage Provider to perform certain services subject to compliance with a policy governing conduct, confidentiality, data security, and operational procedures specified in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights, obligations, and remedies in relation to the services and policy compliance.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for 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 obligations Provider shall perform as set forth in Section 2. 1.2 "Policy" means the written rules, procedures and standards attached to or incorporated by reference in this Agreement governing confidentiality, data protection, acceptable use, and security. 1.3 Terms not otherwise defined in this Agreement shall have their ordinary meanings in commercial agreements.

2. SCOPE OF SERVICES

Provider shall perform the Services described herein and in any Statement of Work executed by the Parties. The initial description of Services is:

3. POLICY REQUIREMENTS

3.1 Provider shall implement, maintain and enforce the Policy described below. Provider certifies that the Policy meets reasonable industry standards and that Provider personnel will be trained to comply with the Policy.

3.2 Provider shall promptly notify Client in writing of any material breach of the Policy and shall take all commercially reasonable steps to remediate such breach. Material changes to the Policy that affect Client rights require Client's prior written consent.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth below in consideration for the Services. Fees are exclusive of taxes unless otherwise provided.

5. TERM AND TERMINATION

5.1 Term. The initial term shall commence on the Effective Date and continue for months unless earlier terminated in accordance with this Agreement.

5.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

5.3 Effect of Termination. Upon termination, Provider shall (a) cease performance, (b) deliver to Client all work product completed to date, and (c) comply with the transition assistance obligations set forth in any applicable Statement of Work.

6. CONFIDENTIALITY

Each Party shall keep confidential all nonpublic information disclosed by the other Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that (a) is or becomes publicly available without breach, (b) was rightfully known prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing Party's Confidential Information.

Each Party shall use Confidential Information only in furtherance of this Agreement and shall restrict disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

7. INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, each Party retains all right, title and interest in its pre-existing intellectual property. All work product, deliverables and inventions conceived or developed by Provider specifically for Client in connection with this Agreement shall be the sole and exclusive property of , and Provider hereby assigns all right, title and interest in such work product to that Party, subject to any license expressly granted in writing.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the power and authority to enter into this Agreement. Provider further represents that the Services will be performed in a professional and workmanlike manner consistent with applicable industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

9. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights, except to the extent such claims arise from Client's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED .

11. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or as otherwise notified in writing. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

12. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any right shall not constitute a waiver of that right.

13. 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 electronic means shall be deemed to be original signatures.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and referenced policies, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

16. SEVERABILITY

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 be construed so as to best accomplish the original intent of the Parties.

17. MISCELLANEOUS

The Parties agree to cooperate in good faith to carry out the purposes of this Agreement. Headings are for convenience only and shall not affect interpretation. References to days are calendar days unless otherwise specified.

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