Legal Draft Agreement

LEGAL DRAFT AGREEMENT

This Legal Draft Agreement ("Agreement") is made and entered into as of by and between Party A: , a organized under the laws of , with its principal place of business at ; and Party B: , a organized under the laws of , with its principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and deliverables described herein; and

WHEREAS, Party B desires to engage Party A to perform the services on the terms and conditions set forth in this Agreement, and Party A is willing to provide such services pursuant to the terms of this Agreement; and

WHEREAS, the parties intend that the responsibilities, compensation, confidentiality, intellectual property rights, and risk allocation between the parties be expressly set forth in this Agreement.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a disclosing party to a receiving party, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial information, technical data, trade secrets, and client lists.

1.2 "Deliverables" means the tangible or intangible results, work product, reports, designs, software, documentation or other items expressly described in Exhibit A (Scope of Services) to be delivered by Party A to Party B.

2. SCOPE OF SERVICES

2.1 Services. Party A shall perform the services and provide the Deliverables described in the Scope of Services. Party A shall perform the Services in a professional and workmanlike manner and in accordance with industry standards.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on and shall continue for a period of unless earlier terminated as provided herein.

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.

3.3 Effect of Termination. Upon termination, Party A shall deliver to Party B all completed Deliverables and any work in progress and Party B shall pay for all Services performed and reasonable non-cancellable commitments incurred through the effective date of termination.

4. COMPENSATION; PAYMENT TERMS

4.1 Fees. In consideration for the performance of the Services, Party B shall pay Party A the fees set forth in the Fee Schedule below. Unless otherwise agreed in writing, all fees are due within thirty (30) days of invoice.

4.2 Expenses. Party B shall reimburse Party A for preapproved, reasonable, and documented out-of-pocket expenses incurred in connection with the Services, subject to any limits set forth in the Fee Schedule.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each party agrees to hold Confidential Information of the other party in strict confidence and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law. The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was known to the receiving party at the time of disclosure without an obligation of confidentiality; or (c) is rightfully received from a third party without restriction.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Preexisting IP. Each party shall retain all right, title and interest in and to its preexisting intellectual property and materials.

6.2 Deliverables. Except to the extent otherwise provided in this Agreement, upon full payment of all amounts due, Party A hereby assigns to Party B all right, title and interest in and to the Deliverables, excluding any Party A preexisting materials and general methodologies, tools, templates, routines and know-how that are not Deliverables.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; and (c) its performance hereunder will not violate any applicable law or third-party obligation.

8. INDEMNIFICATION

8.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors and employees from and against any and all third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Party A's breach of its representations, warranties, or obligations under this Agreement, or from any claim that the Deliverables infringe any third-party intellectual property right, provided that Party B gives Party A prompt written notice of any claim and cooperates in the defense.

8.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A for claims arising out of Party B's misuse of Deliverables, breach of this Agreement, or its violation of applicable law.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

During the term of this Agreement, each party shall maintain insurance coverage appropriate to its business and the Services provided hereunder, including commercial general liability and professional liability insurance where applicable. Upon request, a party shall provide certificates of insurance evidencing such coverage.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement 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 parties at their respective addresses set forth below or at such other address as either party may designate by notice.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflicts of law principles.

12.2 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives of the parties. If the matter is not resolved by negotiation within thirty (30) days, the parties shall submit the dispute to mediation before a mutually agreed mediator. If the dispute is not resolved by mediation, either party may pursue any remedy available at law or in equity.

13. ASSIGNMENT

Neither party may assign or delegate any rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided that the assigning party provides prior written notice to the non-assigning party and the assignee assumes all obligations hereunder.

14. AMENDMENTS; WAIVER; SEVERABILITY; ENTIRE AGREEMENT

14.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

14.2 Waiver. No waiver of any term or condition of this Agreement shall be effective unless in writing and signed by the waiving party. The failure or delay of a party to exercise any right shall not constitute a waiver of that right.

14.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to substitute for the invalid provision a valid provision that, to the extent possible, achieves the parties' original intent.

14.4 Entire Agreement. This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating to such subject matter.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

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 transmitted by electronic means (including by facsimile or in .pdf format) shall be deemed original signatures for all purposes.

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