Legal Final Contract Package

LEGAL FINAL CONTRACT PACKAGE

This Legal Final Contract Package (the "Agreement") is made and entered into as of Effective Date: by and between First Party Name: , with principal place of business at ; and Second Party Name: , with principal place of business at .

RECITALS

WHEREAS, First Party is engaged in the business of providing services and resources related to the subject matter described in Section 2 below and possesses the necessary staff, skills and facilities to perform such services;

WHEREAS, Second Party desires to retain First Party to perform the services set forth in this Agreement on the terms and conditions contained herein, and First Party desires to perform such services for Second Party;

WHEREAS, the parties intend for this Agreement to constitute the final and entire agreement between the parties concerning the subject matter hereof and to supersede all prior negotiations and understandings;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the services to be provided by First Party to Second Party as specifically described in Section 2 of this Agreement and any schedules or exhibits attached hereto. 1.2 "Deliverables" means all documents, data, reports, software code and other materials delivered to Second Party in connection with the Services. 1.3 Other capitalized terms used in this Agreement shall have the meanings set forth in the body of this Agreement or as otherwise agreed in writing by the parties.

2. SCOPE OF SERVICES

2.1 Description. First Party shall perform the Services generally described as:

2.2 Changes. Any material change to the scope of Services shall be set forth in a written change order signed by authorized representatives of both parties and shall specify changes to compensation and schedule where applicable.

3. TERM; TERMINATION

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

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

3.3 Termination for Cause. Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. FEES; PAYMENT

4.1 Fees. Second Party shall pay First Party the fees for the Services in the total amount of as set forth in the payment schedule below.

4.2 Expenses. Reasonable and preapproved out-of-pocket expenses shall be reimbursed by Second Party upon presentation of supporting documentation.

4.3 Taxes. All fees are exclusive of taxes. Each party shall be responsible for its own taxes arising from this Agreement, except that amounts payable by Second Party shall be grossed-up to cover any applicable withholding taxes as required by law.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means any non-public information disclosed by a party 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.

5.2 Obligations. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this Section shall not apply to information that is publicly known, independently developed, or rightfully received from a third party without restriction.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-Existing Materials. Each party retains all right, title, and interest in its pre-existing intellectual property. Nothing in this Agreement transfers ownership of a party's pre-existing intellectual property except as expressly set forth herein.

6.2 Ownership of Deliverables. Subject to full payment of fees due, First Party assigns to Second Party all right, title and interest in the Deliverables created specifically for Second Party under this Agreement, except for any underlying First Party tools, methodologies, templates, or software, which shall remain the exclusive property of First Party.

7. REPRESENTATIONS; WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has the corporate or other power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Limited Warranty. First Party warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. First Party's sole obligation and Second Party's exclusive remedy for breach of this warranty shall be re-performance of the nonconforming Services or, if First Party cannot remedy the breach within a reasonable period, a pro rata refund of fees paid for the affected Services.

8. INDEMNIFICATION

8.1 By First Party. First Party shall indemnify, defend and hold harmless Second Party from and against any third-party claims directly arising from First Party's gross negligence or willful misconduct in performing the Services, provided that Second Party provides prompt written notice of any claim and cooperates in the defense.

8.2 By Second Party. Second Party shall indemnify, defend and hold harmless First Party from and against any third-party claims arising from Second Party's breach of representations, misuse of Deliverables, or violation of applicable law.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality or intellectual property obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Each party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Second Party to First Party under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

10. INSURANCE

During the term of this Agreement, First Party shall maintain at its expense commercially reasonable insurance coverage customary for the Services to be performed, including general liability and, where applicable, professional liability insurance.

11. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or at such other address as a party may designate by written notice in accordance with this Section. Delivery shall be by hand, nationally recognized overnight courier, or certified mail (return receipt requested) and shall be deemed given upon receipt.

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach or of the same breach at another time.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflicts of laws principles.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all appendices, schedules and exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the parties' intent.

15. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be deemed originals for all purposes.

16. MISCELLANEOUS

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

16.2 Relationship. The parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, agency, or employment relationship between the parties.

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