Legal Contracting Document

LEGAL CONTRACTING DOCUMENT

This Legal Contracting Document (the Agreement) is made and entered into as of by and between Client Name: with principal address: , and Contractor Name: with principal address: .

RECITALS

WHEREAS, Client requires certain contracting services related to the scope and deliverables set forth herein; and

WHEREAS, Contractor represents that Contractor has the requisite experience, personnel and resources to perform the services described below in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide such services.

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

1. DEFINITIONS

1.1 "Services" means the tasks, deliverables and work product to be provided by Contractor as described in Section 2 and in the statement of work attached or incorporated by reference. 1.2 "Effective Date" means the date set forth above. 1.3 "Confidential Information" means non-public information disclosed by a party that is labeled or reasonably understood to be confidential, including trade secrets, technical data and business information.

2. ENGAGEMENT; SCOPE OF SERVICES

2.1 Engagement. Client hereby engages Contractor and Contractor accepts such engagement to perform the Services described in this Agreement and any applicable statement of work. Contractor shall perform the Services in accordance with generally accepted industry standards and in a timely and professional manner.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of months unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate upon material breach by the other party if such breach is not cured within days after receipt of written notice specifying the breach.

4. COMPENSATION; PAYMENT

4.1 Fees. Client shall pay Contractor the fees set forth below for the performance of the Services. Unless otherwise agreed in writing, Contractor's fees shall be:

4.2 Invoices. Contractor shall submit invoices itemizing Services performed and expenses incurred. Client shall pay properly submitted invoices within days of receipt.

4.3 Taxes. Contractor is solely responsible for all taxes, withholdings and other statutory obligations arising from amounts paid to Contractor.

5. EXPENSES

Client will reimburse Contractor for pre-approved, reasonable and documented out-of-pocket expenses incurred in connection with the Services. Reimbursement requires receipt of itemized documentation and shall be paid in accordance with the payment terms set forth in Section 4.

6. CONFIDENTIALITY

6.1 Nondisclosure. Each party shall hold Confidential Information of the other in strict confidence and shall not disclose such information to any third party except as required by law or with prior written consent. 6.2 Use Restriction. Confidential Information shall be used solely for the performance and enforcement of this Agreement. 6.3 Exclusions. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement or was already lawfully in the receiving party's possession.

7. INTELLECTUAL PROPERTY

7.1 Work Product. Unless otherwise agreed in writing, all work product and deliverables created by Contractor specifically for Client under this Agreement (Work Product) shall be considered a work made for hire and Client shall own all right, title and interest therein. To the extent ownership cannot vest automatically, Contractor hereby irrevocably assigns and agrees to assign to Client all right, title and interest in such Work Product.

7.2 Contractor Materials. Contractor shall retain ownership of its pre-existing materials, tools and know-how. Contractor grants Client a non-exclusive, royalty-free license to use Contractor Materials only to the extent incorporated into the Work Product.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor further represents that the Services will be performed in a professional manner consistent with industry standards and will not infringe third party intellectual property rights.

9. INDEMNIFICATION

Contractor shall indemnify, defend and hold Client harmless from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's breach of its representations, warranties, or obligations under this Agreement, or from Contractor's negligent acts or omissions.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INSURANCE

Contractor shall maintain commercial general liability insurance and professional liability insurance customary for Contractor's profession and shall provide certificates evidencing such coverage upon Client's request.

Insurance required

12. INDEPENDENT CONTRACTOR

Contractor is an independent contractor and not an employee, agent or partner of Client. Contractor shall have no authority to bind Client and shall be solely responsible for all employment taxes, benefits and other obligations for Contractor's personnel.

13. NOTICES

Any notice required or permitted under this Agreement shall be in writing and deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses below or to such other address as a party may specify by notice.

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for disputes shall lie in the state and federal courts located in that State unless otherwise agreed in writing.

16. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

16.1 Entire Agreement. This Agreement, together with any statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. 16.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 16.3 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.

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