Legal CSF Agreement

LEGAL CSF AGREEMENT

This Client Services Framework Agreement (the "Agreement") is entered into as of by and between Client Name: with principal address at ("Client"), and Service Provider Name: with principal address at ("Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider maintains expertise and resources to deliver services and project support described herein under a framework arrangement (the "Services"); and

WHEREAS, Client desires to engage Provider to provide Services on the terms and conditions set forth in this Agreement, and Provider agrees to provide such Services subject to the terms herein; and

WHEREAS, the Parties intend that this Agreement will govern the relationship and the statements of work, purchase orders or task orders issued hereunder (each, a "Statement of Work") and form the contractual framework for the Parties' business dealings.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a Disclosing Party to the Receiving Party in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, pricing, customer lists, technical data and deliverables.

1.2 "Deliverables" means tangible or intangible work product to be delivered by Provider under a Statement of Work, including reports, software, documentation and other materials specified in a Statement of Work.

2. SCOPE OF SERVICES

2.1 Provider shall provide Services and Deliverables as described in each Statement of Work executed by the Parties. Each Statement of Work shall reference this Agreement and shall specify scope, schedule, acceptance criteria, fees and any special terms. In the event of conflict between a Statement of Work and this Agreement, this Agreement shall prevail unless the Statement of Work expressly states that it supersedes a specific clause herein.

2.2 Acceptance of Deliverables shall occur as set forth in the applicable Statement of Work. If no acceptance procedure is stated, Client shall have fifteen (15) days after delivery to provide a written notice of rejection specifying the material deficiencies. Provider shall correct such deficiencies at no additional fee and resubmit for acceptance.

3. FEES AND PAYMENT

3.1 Client shall pay Provider fees as specified in each Statement of Work. Unless otherwise stated, all amounts are in U.S. Dollars and exclusive of taxes. Provider shall invoice Client in accordance with the invoice schedule in the applicable Statement of Work, and Client shall remit payment within days of receipt of an undisputed invoice.

3.2 Late payments shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by law. Client shall reimburse Provider for reasonable collection costs incurred in collecting past-due amounts.

4. CONFIDENTIALITY

4.1 Each Party shall (a) protect Confidential Information of the other Party with the same degree of care it uses to protect its own confidential information but not less than reasonable care, (b) use Confidential Information solely for performance of obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or affiliates who have a need to know and are bound by confidentiality obligations no less protective than those herein.

4.2 Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is lawfully received from a third party without confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

5. INTELLECTUAL PROPERTY

5.1 Unless otherwise agreed in a Statement of Work, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property and tools, methodologies and know-how used in connection with the Services ("Provider Background IP"). Client retains all right, title and interest in and to Client's pre-existing intellectual property.

5.2 Unless otherwise provided in a Statement of Work, upon full payment of fees, Provider hereby grants to Client a perpetual, non-exclusive, non-transferable license to use the Deliverables solely for Client's internal business purposes. No other rights are granted, and Provider may reuse general skills, knowledge, and techniques learned in performing the Services for other clients.

6. REPRESENTATIONS, WARRANTIES, AND LIMITATIONS

6.1 Each Party represents and warrants that it has the full right and authority to enter into this Agreement and to perform its obligations hereunder.

6.2 Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Client's exclusive remedy for breach of the foregoing warranty shall be re-performance of the non-conforming Services at Provider's expense or, if Provider fails to substantially cure within a reasonable time, a refund of fees paid for the deficient Services.

6.3 EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6.2, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Provider shall indemnify, defend and hold Client harmless from and against any third-party claim alleging that use of the Deliverables as permitted hereunder infringes a third party's intellectual property rights, provided Client notifies Provider promptly and cooperates in the defense. Provider's obligations do not apply to infringement resulting from Client's modification or combination of the Deliverables with other materials.

7.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF SECTION 4 (CONFIDENTIALITY) OR SECTION 7.1 (INDEMNITY), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. TERM AND TERMINATION

8.1 This Agreement shall commence on the Effective Date and shall continue until terminated by either Party as provided herein. Individual Statements of Work shall specify their term and may survive termination of this Agreement as expressly provided therein.

8.2 Either Party may terminate this Agreement or any Statement of Work 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. Either Party may terminate for insolvency or bankruptcy of the other Party upon written notice.

8.3 Upon termination, Client shall pay Provider for Services satisfactorily performed through the effective date of termination and any non-cancellable commitments made by Provider in connection with a Statement of Work.

9. NOTICES

9.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by notice). Notices shall be deemed given when delivered personally, or two (2) business days after deposit with a nationally recognized overnight courier, or five (5) business days after mailing by certified mail, return receipt requested.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party to exercise any right shall operate as a waiver of that right.

10.2 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 effective and binding.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

11.1 This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here: without regard to its conflict of laws principles.

11.2 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

11.3 This Agreement, together with all Statements of Work executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12. MISCELLANEOUS

12.1 Independent Contractor. Provider is an independent contractor, and nothing in this Agreement creates an employer-employee, franchise, joint venture or agency relationship between the Parties.

12.2 Publicity. Neither Party shall issue any press release or public statement regarding the relationship without the prior written consent of the other Party, except that either Party may make disclosures required by law or regulation.

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