Legal Enerflo Agreement

LEGAL ENERFLO AGREEMENT

This Legal Enerflo Agreement (the "Agreement") is entered into as of by and between Enerflo Legal Name: with principal place of business at , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Enerflo develops, licenses and provides proprietary legal automation, documentation processing and related services and software; and

WHEREAS, Client desires to obtain certain services and software from Enerflo and Enerflo is willing to provide such services and software to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the rights and obligations of each party with respect to the provision, use, maintenance and support of Enerflo services and deliverables.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Services" means the software, hosted platforms, consulting, integration, configuration and related support services to be provided by Enerflo as described in Section 2; "Deliverables" means any tangible work product delivered to Client pursuant to this Agreement; "Confidential Information" has the meaning given in Section 6.

2. SCOPE OF SERVICES

Enerflo shall provide the Services and Deliverables described in the statement of work attached hereto or specified below. The parties agree that the primary Services to be provided are:

3. FEES AND PAYMENT

Client shall pay Enerflo the fees set forth herein. Fees are due in accordance with the invoicing schedule. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. TERM; TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach by the other party upon thirty (30) days' prior written notice if such breach remains uncured at the expiration of such notice period.

5. CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. Confidential Information shall not be disclosed except to employees, agents or contractors who have a need to know and who are bound by obligations of confidentiality at least as protective as those set forth herein. Confidential Information does not include information that: (a) is or becomes publicly known other than by breach of this Agreement; (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 disclosing party is given prompt notice and reasonable assistance in seeking a protective order.

6. INTELLECTUAL PROPERTY

Enerflo retains all right, title and interest in and to its pre-existing software, tools, methodologies and any improvements, enhancements or derivative works thereto ("Enerflo IP"). Subject to Client's payment of all fees, Enerflo grants Client a non-exclusive, non-transferable, revocable license to use the Deliverables solely for Client's internal business purposes. Unless expressly agreed in writing, Client obtains no ownership rights in Enerflo IP. Deliverables specifically created and identified in writing as work-for-hire shall be owned as provided in the applicable statement of work; to the extent ownership cannot be transferred by operation of law, Enerflo hereby assigns to Client all right, title and interest in such Deliverables upon full payment.

7. WARRANTIES; DISCLAIMER

Enerflo warrants that it will perform Services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, ENERFLO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Enerflo and its officers, directors, employees and agents from and against any claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement or Client's negligent or willful acts. Enerflo shall indemnify, defend and hold harmless Client from third-party claims that the Services or Enerflo IP infringe a third party's issued patent, copyright or trademark, provided that Client gives Enerflo prompt written notice and allows Enerflo to control the defense and settlement of such claim.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO ENERFLO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. DATA PROTECTION

Each party shall comply with applicable data protection and privacy laws with respect to Personal Data processed in connection with this Agreement. Enerflo will implement reasonable administrative, technical and physical safeguards appropriate to the nature of the data. In the event of a breach of security leading to unauthorized access to Personal Data, Enerflo shall notify Client without undue delay and cooperate with Client in containing and remedying the breach.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth in the opening paragraph or to such other address as a party may specify by written notice. Notices shall be deemed given upon personal delivery, upon confirmed delivery by courier, or three (3) days after mailing by certified mail.

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party to exercise any right shall constitute a waiver of that right.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by the courts located in the selected jurisdiction unless the parties agree in writing to alternate dispute resolution.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any appendices and exhibits expressly incorporated herein, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, and execution by electronic signature or transmission of a signed counterpart shall be binding.

15. MISCELLANEOUS

The parties are independent contractors. Nothing in this Agreement creates an employment, joint venture or agency relationship. Each party shall comply with all applicable laws in the performance of its obligations hereunder.

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