Legal Digital Contract

LEGAL DIGITAL CONTRACT

This Legal Digital Contract (the "Agreement") is made effective as of Effective Date: by and between Client Name: (an entity of type ) and Service Provider Name: (an entity of type ).

RECITALS

WHEREAS, Client desires to engage the Service Provider to perform certain digital services, including but not limited to development, delivery, integration and support of digital deliverables as set forth in this Agreement; and

WHEREAS, Service Provider has represented that it possesses the necessary expertise, personnel and resources to perform such services and is willing to provide those services under the terms and conditions set forth herein; and

WHEREAS, the parties intend to permit electronic delivery and execution of documents and to ensure that such electronic records and signatures are legally binding and enforceable.

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

1. DEFINITIONS

1.1 "Deliverables" means all tangible and intangible materials, software, documentation, code, reports, designs and other works produced by Service Provider under this Agreement. 1.2 "Confidential Information" means information disclosed by a party that is identified as confidential or that, under the circumstances, ought reasonably to be treated as confidential, including business plans, customer data, source code, and trade secrets.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the services described in the Scope of Work. The Scope of Work is summarized below and may be supplemented by written statements of work signed by both parties.

3. TERM

3.1 This Agreement shall commence on the Effective Date and shall continue for a period of months unless earlier terminated in accordance with Section 10.

4. COMPENSATION

4.1 In consideration for the Services, Client shall pay Service Provider the fees set forth below. Fees are due in accordance with the payment schedule and are exclusive of applicable taxes.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Except as expressly provided in this Agreement, each party retains all right, title and interest in and to its pre-existing intellectual property. Service Provider hereby assigns to Client all right, title and interest in Deliverables that are created specifically for Client as a work made for hire to the extent permissible by law. To the extent any Deliverable cannot be a work made for hire, Service Provider hereby assigns to Client all right, title and interest in such Deliverable upon full payment.

5.2 License to Provider Materials. Service Provider may incorporate pre-existing tools or materials ("Provider Materials") into Deliverables. Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use such Provider Materials embedded in the Deliverables for Client's internal business purposes.

6. CONFIDENTIALITY

6.1 Each party shall maintain Confidential Information in strict confidence and shall not disclose such information except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The obligations of this Section shall survive termination for a period of five (5) years, or longer as required for trade secrets.

6.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach, (b) was lawfully known prior to disclosure, (c) is received from a third party without restriction, or (d) is independently developed without use of Confidential Information.

7. DATA SECURITY AND PRIVACY

7.1 Service Provider shall maintain administrative, technical and physical safeguards appropriate to the nature of the data to protect Personal Data from unauthorized access, disclosure, alteration and destruction. Service Provider shall notify Client without undue delay but in no event later than hours after becoming aware of a security breach affecting Client data and shall cooperate in remediation.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further warrants that the Deliverables will materially conform to the specifications set forth in the Scope of Work for a period of ninety (90) days following delivery.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct.

9.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INFRINGEMENT INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERMINATION

10.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured after days' written notice specifying the breach.

10.2 Effect of Termination. Upon termination, Client will pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections regarding Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law and Survival shall survive termination.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below. Notices shall be deemed given when received, if delivered personally or by certified mail; when receipt is electronically confirmed, if sent by email to an authorized representative; or one (1) business day after deposit with an overnight courier.

12. ELECTRONIC RECORDS AND SIGNATURES

12.1 The parties agree that signatures exchanged by electronic means (including scanned signatures, electronic signature platforms, or other digital signature methods) shall be legally binding and constitute an original signature for all purposes. Each party attests that electronic delivery and electronic signature are acceptable methods for executing and delivering this Agreement and any related documents.

13. MISCELLANEOUS

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

13.2 Entire Agreement. This Agreement, including all exhibits and statements of work referenced herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior agreements and understandings.

13.3 Amendments and Waiver. Any modification, amendment or waiver of any provision of this Agreement must be in writing and signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

13.4 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 invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

13.5 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.

CERTIFICATION AND ACKNOWLEDGMENT

Each signatory below certifies and acknowledges that they are authorized to enter into this Agreement on behalf of the party for which they sign, that they have read and understand all provisions hereof, and that their electronic signature shall have the same legal effect as a handwritten signature.

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