Legal Document C-3.3

LEGAL DOCUMENT C-3.3

This Legal Document C-3.3 (the "Agreement") is entered into as of by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). Each of Client and Provider may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to engage Provider to provide certain services described below and Provider has represented that it has the expertise and capacity to provide such services on the terms and conditions set forth in this Agreement;

WHEREAS, Provider shall perform the services described as: and shall deliver all work product in accordance with the schedule set forth herein;

WHEREAS, the Parties intend to set forth their complete agreement with respect to the subject matter hereof in a binding contract;

NOW, THEREFORE, in consideration of the mutual promises contained 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 "Confidential Information" means any non-public information disclosed by one Party to the other that is marked confidential or that by its nature would reasonably be considered confidential, including business plans, financial information, trade secrets, technical data, and client lists.

1.2 "Work Product" means all deliverables, reports, designs, software, documentation and other materials prepared by Provider in connection with the Services.

2. SCOPE OF SERVICES

2.1 Provider shall perform services described in the Recitals and any statement of work agreed in writing by the Parties. Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

2.2 Any material change to the scope of Services shall require a written change order signed by authorized representatives of both Parties setting forth any adjustments to fees and schedule.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the date first written above and, unless earlier terminated in accordance with this Agreement, shall continue until .

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach.

3.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. Upon termination, Provider shall deliver all completed Work Product and Client shall pay for Services performed through the effective date of termination.

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth as: for the Services, payable in accordance with the payment schedule in Section 4.2.

4.3 Taxes. Unless otherwise stated, fees are exclusive of taxes. Each Party shall be responsible for its own taxes arising from this Agreement.

5. CONFIDENTIALITY

5.1 Each Party agrees not to disclose the other Party's Confidential Information to any third party except as necessary to perform under this Agreement and subject to written confidentiality obligations no less protective than those in this Agreement.

5.2 The obligations of confidentiality shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Subject to payment in full, Provider hereby assigns to Client all right, title and interest in and to the Work Product created specifically for Client under this Agreement. Provider retains ownership of Provider's pre-existing materials and tools, and grants Client a non-exclusive, perpetual license to embedded pre-existing materials included in the Work Product.

6.2 Third-Party Materials. If the Work Product incorporates third-party materials, Provider shall obtain and maintain all necessary licenses and shall notify Client of any additional licensing obligations.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

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

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Provider's negligent acts, willful misconduct or material breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized overnight courier, or by personal delivery. Notices shall be effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 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.

11.2 No failure or delay by either Party in exercising any right hereunder shall operate as a waiver of that right. A waiver must be explicit and in writing.

11.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state whose name is provided here: , without regard to its conflict of laws rules.

13. ENTIRE AGREEMENT

This Agreement, including any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified or severed to the minimum extent necessary to make it enforceable, and the remainder of this Agreement shall remain in full force and effect.

MISCELLANEOUS

The Parties have executed this Agreement through their authorized representatives as of the dates set forth below.

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