Legal Document DG

LEGAL DOCUMENT DG

This Legal Document DG (the "Agreement") is entered into as of Effective Date: by and between Client Name: a(n) with principal place of business at ("Client"), and Provider Name: a(n) with principal place of business at ("Provider").

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services described herein and Provider has represented that it has the expertise to provide those services in accordance with the terms of this Agreement;

WHEREAS, Provider is willing to provide the services on the terms and conditions set forth in this Agreement, including but not limited to performance standards, confidentiality obligations, and intellectual property provisions; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

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

1. DEFINITIONS

1.1. "Services" means the work described in Section 2 and any agreed written amendments. 1.2. "Confidential Information" means all non-public information disclosed by a party that is marked confidential or, given the nature of the information, a reasonable person would understand to be confidential. 1.3. Terms defined in this Agreement shall have the meanings assigned to them herein.

2. SERVICES

2.1. Provider shall perform the services described below (the "Services") in a professional and workmanlike manner in accordance with industry standards.

3. TERM AND TERMINATION

3.1. Term. The term of this Agreement shall commence on Commencement Date: and shall continue until Expiration Date: unless earlier terminated in accordance with this Agreement.

3.2. Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach.

4. COMPENSATION

4.1. Fees. Client shall pay Provider the fees set forth below in consideration for the Services. Fees shall be invoiced in accordance with the Payment Schedule and are due within the Payment Terms specified below.

5. CONFIDENTIALITY

5.1. Each party shall maintain in confidence and not disclose to any third party Confidential Information disclosed to it by the other party, except as required by law or as necessary to perform the Services. Confidential Information shall not include information that is or becomes publicly available other than through a breach of this Agreement.

5.2. The receiving party shall use at least the same degree of care in safeguarding Confidential Information as it uses with respect to its own confidential information, but in no event less than reasonable care.

6. INTELLECTUAL PROPERTY

6.1. Ownership. Except as expressly provided herein, each party retains all right, title and interest in its pre-existing intellectual property. All intellectual property developed specifically for Client in the course of performing the Services and paid for in full by Client shall be owned by Client upon full payment, subject to any third-party rights.

6.2. License. Provider grants Client a non-exclusive, non-transferable license to use Provider-owned materials incorporated into the deliverables solely for Client's internal business purposes, unless otherwise agreed in writing.

7. REPRESENTATIONS AND WARRANTIES

7.1. Each party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations. Provider further represents that the Services will be performed in a professional manner in accordance with applicable laws and industry standards.

8. INDEMNIFICATION

8.1. Provider shall indemnify, defend and hold harmless Client from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by Provider's breach of this Agreement, negligence, or willful misconduct.

8.2. Client shall indemnify, defend and hold harmless Provider from and against any losses arising out of Client's breach of this Agreement or Client's use of the deliverables outside the scope of the license granted herein.

9. LIMITATION OF LIABILITY

9.1. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED OR THE AMOUNTS PAID BY CLIENT DURING THE PRECEDING TWELVE (12) MONTHS, WHICHEVER IS LESS.

10. INSURANCE

10.1. During the term of this Agreement Provider shall maintain at its expense insurance customary for the Services to be performed with limits sufficient to cover its obligations hereunder. Upon request, Provider shall furnish certificates of insurance evidencing such coverage.

11. NOTICES

11.1. All notices under this Agreement must be in writing and delivered to the parties at their respective addresses set forth below or to such other address as either party may designate by notice in accordance with this Section. Notices are effective upon receipt.

12. AMENDMENTS; WAIVER

12.1. No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. 12.2. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, proposals, and communications.

15. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

16. 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. Signatures delivered electronically or by facsimile shall be binding.

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