Legal DWO Agreement

Legal DWO Agreement

This Legal DWO Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: with principal place of business at ("Client"), and Contractor Name: with principal place of business at ("Contractor"). Client and Contractor are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client requires certain services and deliverables described in a detailed work order and intends to retain Contractor to perform such services under the terms of this Agreement; and

WHEREAS, Contractor represents that it has the qualifications, experience, and personnel necessary to perform the work described herein and agrees to furnish such services in accordance with the terms, covenants and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms governing the scope, schedule, compensation, intellectual property, confidentiality and other rights and obligations pertaining to the work order.

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

1. SCOPE OF WORK

1.3 Commencement and Completion. The Services shall commence on Commencement Date: and are estimated to be completed by Completion Date: . Time is of the essence with respect to any dates that the Parties expressly designate as milestone dates.

2. COMPENSATION AND PAYMENT

Client shall pay Contractor as follows: Fee Type: ; Rate or Amount: .

2.3 Invoicing. Contractor shall submit invoices in accordance with the schedule set forth above. Unless otherwise agreed in writing, Client shall pay invoices within Payment Days: days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

3. CHANGE ORDERS

Any change to the Scope of Work shall be made only by a written Change Order signed by authorized representatives of both Parties. Each Change Order shall describe the change, any adjustments to the schedule, and any additions to or reductions of the compensation. Contractor shall not be obligated to perform work outside the Scope of Work absent a fully executed Change Order.

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and shall continue until completion of the Services unless earlier terminated in accordance with this Section.

4.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach.

4.3 Termination for Convenience. Client may terminate the Services for convenience upon written notice to Contractor, whereupon Contractor shall be entitled to payment for all work performed and reasonable costs incurred to the date of termination.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public information disclosed by a Party relating to its business, technology, products, services, customers, or personnel, whether disclosed orally, in writing, or by inspection, and marked or otherwise identified as confidential or that a reasonable person would understand to be confidential under the circumstances.

5.2 Obligations. Each Party shall hold the other's Confidential Information in strict confidence, shall not disclose it to any third party except as expressly permitted in this Agreement, and shall use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information but in no event less than reasonable care.

5.3 Exceptions. Confidential Information does not include information that (a) becomes generally available to the public through no act or omission of 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 the receiving Party gives prompt notice to the disclosing Party and cooperates in seeking confidential treatment.

6. INTELLECTUAL PROPERTY

6.1 Work Product. Except as otherwise agreed in a written schedule, all original works of authorship, deliverables, inventions, discoveries, and materials created specifically for Client by Contractor under this Agreement (collectively, "Work Product") shall be considered works made for hire and shall be owned exclusively by Client upon full payment. To the extent ownership cannot vest by operation of law, Contractor hereby assigns, transfers and conveys to Client all right, title and interest in and to the Work Product.

6.2 Contractor Materials. Contractor shall retain ownership of Contractor's pre-existing materials, tools, software, methodologies, and know-how ("Contractor Materials"). Contractor grants Client a non-exclusive, royalty-free license to incorporate necessary Contractor Materials into the Work Product solely for Client's internal use, unless otherwise agreed in writing.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

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

7.2 Contractor Warranties. Contractor warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Client's exclusive remedy, and Contractor's sole obligation, shall be re-performance of the deficient Services or, if Contractor cannot remedy the deficiency within a reasonable period, a refund of fees paid for the affected Services.

7.3 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's gross negligence, willful misconduct, or breach of representations and warranties in this Agreement. Client shall indemnify Contractor for claims arising from Client's gross negligence, willful misconduct, or breach of this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THE APPLICABLE STATEMENT OF WORK DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

Contractor shall, at its expense, maintain insurance customary for its industry and sufficient to cover its obligations under this Agreement, including commercial general liability and professional liability insurance in commercially reasonable amounts.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested, to the addresses set forth above (or such other address as a Party may specify by notice).

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the county of Venue County: for any dispute arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Statements of Work and Change Orders expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

The Parties acknowledge that they have read this Agreement, understand it and agree to be bound by its terms. Headings are for convenience only and shall not affect interpretation. Where the context requires, the singular includes the plural and vice versa.

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