Legal Feature Agreement

LEGAL FEATURE AGREEMENT

This Legal Feature Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: , Provider Address: (hereinafter "Provider"), and Client Name: , Client Address: (hereinafter "Client"). Provider and Client may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider has expertise in designing, developing and delivering software features and related deliverables, including the feature described below as Feature Name: ; and

WHEREAS, Client desires Provider to design, develop, deliver and, where applicable, license the Feature to Client pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the development, delivery, acceptance, intellectual property ownership, licensing, fees and other material terms for the Feature.

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

1. DEFINITIONS

1.1 "Feature" means the software functionality, components and related documentation to be delivered by Provider as described in Section 2 and in Deliverables. "Deliverables" means the tangible items to be delivered to Client, including source code, object code, documentation, test results and any other materials specifically identified in this Agreement.

2. SCOPE OF WORK

2.1 Provider shall design, develop, test and deliver the Feature in accordance with the specifications set forth in the Feature Description below and any mutually executed change orders. Provider shall perform the services with commercially reasonable skill and care consistent with industry standards.

3. DELIVERY AND ACCEPTANCE

3.1 Delivery. Provider shall deliver the Deliverables to Client in accordance with the milestones set forth in Section 2. Timely delivery is subject to Client's cooperation and timely provision of required materials and approvals.

3.2 Acceptance Testing. Upon delivery of a Deliverable, Client shall have an acceptance period of days to test the Deliverable against the agreed acceptance criteria. If Client provides written notice of rejection specifying material deficiencies, Provider shall, at Provider's expense, use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable for re-testing. Absent timely written rejection, the Deliverable shall be deemed accepted.

4. CHANGE ORDERS

4.1 Any change to the scope, specifications, schedule or fees shall be documented in a written change order signed by authorized representatives of both Parties. Change orders shall state the change, any additional fees, and any adjustment to the delivery schedule.

5. FEES AND PAYMENT

5.1 Fees. In consideration of the services and Deliverables provided under this Agreement, Client shall pay Provider the fees set forth below and in any applicable statement of work.

5.2 Late Payment. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall reimburse Provider for reasonable collection costs.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth in Section 6.2, Provider shall retain all right, title and interest in and to Provider's pre-existing intellectual property and in modifications, improvements, inventions, know-how, tools and software created or used by Provider in connection with the Feature ("Provider IP").

6.2 License to Client. Subject to Client's payment of all amounts due under this Agreement, Provider grants Client a non-exclusive, non-transferable, worldwide license to use the Deliverables solely for Client's internal business purposes in accordance with any usage restrictions set forth in this Agreement. Any rights not expressly granted are reserved by Provider.

6.3 Third-Party Components. Provider shall disclose to Client any third-party components included in the Deliverables and shall pass through to Client any applicable third-party license terms.

7. CONFIDENTIALITY

7.1 Each Party shall keep confidential and shall not disclose the other Party's Confidential Information, except as required by law or to those employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. "Confidential Information" includes non-public technical, financial and business information, but excludes information that is or becomes publicly known through no fault of the receiving Party.

7.2 Duration. The confidentiality obligations shall survive termination of this Agreement for a period of years.

8. WARRANTIES; DISCLAIMER

8.1 Provider warrants that for a period of 90 days following Client's acceptance of a Deliverable, the Deliverable will materially conform to the applicable specifications set forth in this Agreement. Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be, at Provider's option, correction of nonconformities or a refund of fees paid for the nonconforming Deliverable.

8.2 EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 8.1, THE DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. INDEMNIFICATION

9.1 Provider shall indemnify, defend and hold harmless Client from and against any third-party claim alleging that the Deliverables, as delivered by Provider hereunder and used in accordance with this Agreement, infringe a third party's issued patent, copyright or trademark, provided that Client: (a) promptly notifies Provider in writing of the claim; (b) grants Provider sole control of the defense and settlement; and (c) provides reasonable cooperation and information, at Provider's expense.

9.2 In the event of a final injunction or a settlement that restricts Client's use of the Deliverable, Provider shall, at its option and expense, (i) procure the right for Client to continue using the Deliverable, (ii) replace or modify the Deliverable to be non-infringing and substantially equivalent in function, or (iii) if neither (i) nor (ii) is commercially practicable, refund the fees paid for the affected Deliverable less a reasonable allowance for Client's use.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF SECTION 7 (CONFIDENTIALITY) OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. TERM AND TERMINATION

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

11.2 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 days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Client shall pay Provider for all services performed and Deliverables accepted through the effective date of termination. Sections 6 (Intellectual Property), 7 (Confidentiality), 9 (Indemnification), 10 (Limitation of Liability), and 12 (Notices) and any other provisions that by their nature survive termination shall survive.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address designated in writing. Notices shall be deemed given when delivered personally, by certified mail (return receipt requested), or by overnight courier.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 This Agreement may not be amended except by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing. 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; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law rules.

14.2 Entire Agreement. This Agreement, together with any statements of work and executed change orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely approximates the Parties' intent.

15. MISCELLANEOUS PROVISIONS

15.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship.

15.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

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