Legal Dynamics Agreement

LEGAL DYNAMICS AGREEMENT

This Legal Dynamics Agreement (the Agreement) is entered into as of Effective Date: by and between Party A Name: , a(n) organized under the laws of , with principal place of business at ; and Party B Name: , a(n) organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Party A possesses expertise, tools, methodology and personnel for providing legal operations, automation, and advisory services described herein; and

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

WHEREAS, the parties intend to define the scope, compensation, confidentiality obligations and intellectual property rights applicable to the services to be provided under this Agreement.

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

1. DEFINITIONS

1.1 "Agreement" means this Legal Dynamics Agreement, including all exhibits and attachments incorporated herein. "Services" means the scope of work described in Section 2. "Confidential Information" means non-public information disclosed by a party pursuant to Section 6. Terms not otherwise defined shall have the meanings given to them in this Section.

2. SCOPE OF SERVICES

2.1 Services. Party A shall provide the services, deliverables and related professional assistance as set forth in the Scope of Services below and any mutually agreed written statements of work.

2.2 Changes. Any material changes to the Scope of Services shall be documented in a written change order signed by authorized representatives of both parties and shall specify price and schedule adjustments where applicable.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days’ prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. In consideration of the Services, Party B shall pay Party A the fees set forth in the table below or in an attached statement of work. Unless otherwise agreed in writing, fees are due within days of invoice.

4.2 Expenses. Reasonable, pre-approved out-of-pocket expenses incurred by Party A in connection with performing the Services shall be reimbursed by Party B upon submission of appropriate documentation.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Except as expressly provided in this Agreement, each party retains all right, title and interest in and to its pre-existing intellectual property. Party A retains ownership of methods, tools, templates, processes and software developed prior to or independent of this Agreement (Pre-Existing IP).

5.2 Deliverables and License. Subject to full payment of all amounts due, Party A grants Party B a non-exclusive, non-transferable, worldwide license to use deliverables provided under this Agreement solely for Party B’s internal business purposes. Unless otherwise agreed in a written statement of work, Party B shall not have rights to Party A’s Pre-Existing IP.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. Each party agrees to hold Confidential Information of the other party in confidence, to use it only for performance under this Agreement, and to restrict disclosure to those employees, contractors or advisers who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

6.2 Exceptions. Confidential Information shall not include information that (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was rightfully in a party’s possession prior to receipt; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the other party’s Confidential Information.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Each party represents that it has the full power and authority to enter into and perform its obligations under this Agreement. Party A warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. Party A does not warrant that the Services will be error free or will satisfy any specific regulatory requirement unless expressly stated in a statement of work.

7.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Indemnification by Party A. Party A shall indemnify and hold harmless Party B from and against any third-party claims arising out of Party A’s gross negligence, willful misconduct, or material breach of its obligations under this Agreement, provided Party B gives prompt written notice and cooperates in defense.

8.2 Indemnification by Party B. Party B shall indemnify and hold harmless Party A from and against any third-party claims arising from Party B’s negligence, infringement claims based on materials provided by Party B, or misuse of deliverables.

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 INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

9.2 CAP ON LIABILITY. THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR , WHICHEVER IS GREATER.

10. TERMINATION EFFECTS

10.1 Upon termination, Party B shall pay Party A for all Services performed and reimbursable expenses incurred through the effective date of termination. The sections concerning payment, confidentiality, intellectual property, indemnification and limitation of liability shall survive termination.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth below or to such other address as a party may designate by notice to the other in accordance with this Section.

12. ASSIGNMENT

Neither party may assign its rights or delegate its duties under this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided that the assignee assumes all obligations hereunder.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement promptly by negotiation between senior representatives of each party.

14. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, together with all exhibits and statements of work, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter hereof.

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

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

15. WAIVER; COUNTERPARTS

No failure or delay by either party in exercising any right under this Agreement 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 and the same instrument.

16. ADDITIONAL PROVISIONS

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