Legal CSJ Agreement

LEGAL CSJ AGREEMENT

This Legal CSJ Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , entity type: Corporation LLC Individual Other, with principal place of business at ; and Service Provider Name: , entity type: Corporation LLC Individual Other, with principal place of business at .

RECITALS

WHEREAS, Client desires to retain Provider to perform certain consulting, services, and joint work described herein, and Provider has represented that it has the requisite expertise, personnel and capacity to perform the services in accordance with this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions pursuant to which Provider will perform the services and deliverables and Client will compensate Provider; and

WHEREAS, the parties desire clear allocation of rights in intellectual property, confidentiality obligations, indemnities, insurance and dispute resolution mechanisms applicable to their relationship.

NOW THEREFORE, in consideration of the mutual promises herein and 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 professional consulting and related services to be provided by Provider as more specifically described in the Scope of Services. Scope of Services:

1.2 "Deliverables" means the tangible work products to be delivered to Client pursuant to the Services, as specified in the Deliverables section below.

2. SERVICES; DELIVERABLES; PERFORMANCE

2.1 Provider will perform the Services in a professional and workmanlike manner in accordance with industry standards. Provider shall assign personnel with appropriate skill and experience and shall manage its personnel to meet agreed milestones.

2.2 Deliverables and Milestones: describe deliverables and milestone schedule:

3. COMPENSATION; EXPENSES; INVOICING

3.1 Fees. Client shall pay Provider fees in the aggregate amount of $ for the Services as set forth in this Agreement or as otherwise agreed in writing.

3.2 Payment Terms. Invoices shall be rendered by Provider in accordance with the payment schedule: . Payment is due within days of receipt of a correct invoice.

3.3 Expenses. Client will reimburse reasonable, documented out-of-pocket expenses incurred by Provider if pre-approved in writing. Expense reimbursement terms:

4. TERM; TERMINATION

4.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Section.

4.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for Services rendered and reasonably committed expenses incurred prior to termination.

4.3 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 thirty (30) days after receipt of written notice specifying the breach.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means nonpublic information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential under the circumstances, including business plans, trade secrets, technical data, and client lists.

5.2 Obligations. The receiving party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations at least as protective as those herein.

5.3 Duration. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue as required by law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided herein, each party retains all right, title and interest in and to its pre-existing intellectual property. Provider retains ownership of Provider's pre-existing tools, methodologies and know-how.

6.2 Work Product. Unless otherwise agreed in writing, all original work product created specifically for Client and paid for hereunder ("Work Product") shall be owned by Client upon full payment, and Provider hereby assigns to Client all right, title and interest in such Work Product. Notwithstanding the foregoing, Provider shall retain a nonexclusive, worldwide, royalty-free license to use general skills, techniques, ideas, and know-how developed in connection with the performance of Services.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has full corporate or legal power and authority to enter into and perform its obligations under this Agreement and that this Agreement constitutes a binding obligation enforceable against it in accordance with its terms.

7.2 Provider Warranty. Provider represents that Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights attributable to the Work Product.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against any claims, liabilities, losses, damages and expenses arising from Client's use of the Work Product in violation of this Agreement or applicable law.

9. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a party's breach of its confidentiality or indemnification obligations, neither party shall be liable for special, incidental, consequential or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed $.

10. INSURANCE

Provider shall maintain and shall cause its subcontractors to maintain insurance coverage customary for the Services to be performed, including commercial general liability and professional liability insurance with limits not less than $ per occurrence or as otherwise agreed in writing.

11. NOTICES

Notices to Client

Notices to Provider

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice in accordance with this Section.

12. DISPUTE RESOLUTION

The parties agree to negotiate in good faith to resolve any dispute arising out of this Agreement. If the dispute cannot be resolved through negotiation within thirty (30) days, the dispute shall be resolved by: Binding arbitration Litigation in court

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Venue for any judicial proceeding shall be in the federal or state courts located in the county where Client's principal place of business is located, unless the parties agree otherwise in writing.

14. AMENDMENT; WAIVER

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 in exercising any right hereunder shall operate as a waiver of such right, and any waiver must be in writing.

15. ASSIGNMENT

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes the assigning party's obligations hereunder.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS; EXECUTION

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 delivered by electronic transmission shall be binding and effective for all purposes.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.

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