Legal Document Package

LEGAL DOCUMENT PACKAGE

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

Recitals

WHEREAS, Client requires certain services, deliverables and related documentation in connection with the project identified as Project Name: ; and

WHEREAS, Provider has represented that it possesses the expertise, personnel and resources to provide the services described in this Agreement and any Statement of Work attached hereto; and

WHEREAS, the Parties desire to set forth their agreements with respect to the provision of such services, payment therefor, ownership of intellectual property, confidentiality, and related commercial terms.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Confidential Information" means all non-public information disclosed by a Party to the other Party, whether written, oral or electronic, that is marked or otherwise identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information excludes information that: (a) is or becomes generally available to the public without breach by the receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided notice is given and disclosure is limited to the extent reasonably necessary.

2. Services; Statement of Work

2.1 Provider shall perform the services described in the Statement of Work incorporated herein. The detailed description of services, milestones, deliverables and acceptance criteria is set forth below.

2.2 Acceptance. Deliverables shall be subject to Client's acceptance testing where specified in the Statement of Work. Provider shall remedy any nonconforming deliverable at Provider's expense within a commercially reasonable period. Final acceptance shall occur when the deliverable conforms to the acceptance criteria set forth in the Statement of Work.

3. Fees and Payment

3.1 Fees. Client shall pay Provider the fees set forth in this Agreement and any applicable Statement of Work. Total Fee: $. All amounts are payable in United States dollars unless otherwise specified.

3.2 Invoicing and Payment. Provider shall invoice Client in accordance with the payment schedule. Unless expressly stated otherwise, Client shall pay invoices within days of receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3.3 Expenses. Provider will be reimbursed for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance if and as required by the Statement of Work. Expenses reimbursable: (check if applicable)

4. Term and Termination

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue until completion of the services or until terminated in accordance with this Section. Commencement Date: ; Estimated Completion Date: .

4.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision and fails to cure within 30 days of receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

4.3 Termination for Convenience. Client may terminate for convenience upon 30 days' prior written notice to Provider. In the event of termination for convenience, Provider shall be entitled to payment for services performed and documented expenses incurred through the effective date of termination, subject to any applicable setoffs.

5. Confidentiality

5.1 Obligation. Each Party shall maintain the other's Confidential Information in strict confidence and shall not disclose it to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.2 Duration. The confidentiality obligations in this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets for which obligations shall continue for so long as such information qualifies as a trade secret under applicable law.

6. Intellectual Property

6.1 Ownership of Pre-Existing Materials. Each Party retains all right, title and interest in and to its pre-existing intellectual property and materials. To the extent any pre-existing materials of Provider are included in deliverables, Provider grants Client a non-exclusive, irrevocable, worldwide, royalty-free license to use such materials solely as incorporated in the deliverables.

6.2 Assignment of Deliverables. Subject to payment in full, Provider hereby assigns to Client all right, title and interest in and to the deliverables created exclusively for Client under this Agreement, including all copyrights, subject to any third-party license terms disclosed in writing prior to delivery.

6.3 License Back. If applicable, Provider retains the right to use general skills, know-how and techniques developed in the course of performance, provided that no use shall disclose Client's Confidential Information or infringe Client's proprietary rights.

7. Representations, Warranties and Disclaimers

7.1 Mutual Representations. Each Party represents that it has the full power and authority to enter into this Agreement and perform its obligations. Provider represents that services will be performed in a professional and workmanlike manner in accordance with industry standards.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY 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 all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of any third-party claim alleging that the deliverables infringe any third-party intellectual property right, provided Client gives prompt written notice and cooperates in the defense.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider for claims arising from Client's use of the deliverables in combination with materials not supplied by Provider or from Client's breach of this Agreement.

9. Limitation of Liability

9.1 Limitation. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED OR THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT, WHICHEVER IS LESS.

10. Insurance

Minimum coverage (per claim): $

11. Compliance with Laws

Each Party shall perform its obligations in compliance with all applicable federal, state and local laws, rules and regulations. Provider shall maintain all licenses, permits and authorizations necessary to perform the services.

12. Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth below (or to such other address as a Party designates by notice). Notices are effective upon receipt.

13. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

14. Governing Law

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

15. Entire Agreement

This Agreement, including any attached Statement(s) of Work and exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

16. Severability

If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable while preserving the Parties' intent, and the remaining provisions shall remain in full force and effect.

17. Miscellaneous

The Parties are independent contractors; nothing in this Agreement creates an agency, partnership or joint venture. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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