Legal Form D

LEGAL FORM D

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

RECITALS

WHEREAS, Contractor has expertise and experience in providing the services described herein and represents that it has the personnel, expertise and resources to perform the services; and

WHEREAS, Client desires to engage Contractor to perform certain services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions governing Contractor's provision of services and Client's payment for such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein 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 tasks, deliverables and responsibilities described in Section 2. 1.2 "Confidential Information" means nonpublic information disclosed by a Party that is identified as confidential or that reasonably should be understood to be confidential. 1.3 "Work Product" means all tangible and intangible results of the Services, including designs, reports, software, and documentation.

2. SERVICES

2.1 Scope. Contractor shall perform the Services described below in a professional and workmanlike manner in accordance with generally accepted industry standards.

2.2 Changes. Any material change to the scope of Services shall be agreed in writing by the Parties and, if applicable, subject to a change order specifying adjustments to fees, schedule and deliverables.

3. TERM

3.1 Term. This Agreement shall commence on the effective date set forth above and shall continue for a period of unless earlier terminated pursuant to Section 11.

4. COMPENSATION; PAYMENT

4.1 Fees. Client shall pay Contractor the fees set forth below for the performance of the Services.

4.2 Invoices. Contractor shall submit invoices in accordance with the schedule agreed in Section 4.1. Unless otherwise agreed, Client shall pay undisputed invoices within days of receipt.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party shall hold the other Party's Confidential Information in strict confidence and shall not disclose it to any third party except as necessary to perform the Services or as required by law. Each Party shall use the same degree of care to protect the other Party's Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach of this Agreement; (b) was rightfully known by the receiving Party prior to disclosure; (c) is rightfully obtained by the receiving Party from a third party without restriction; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise expressly agreed in writing, Contractor shall retain ownership of its preexisting intellectual property and tools. Client shall own Work Product created specifically for Client under this Agreement, subject to Contractor's rights in its preexisting materials and general methodology.

6.2 License. Contractor hereby grants Client a nonexclusive, worldwide, royalty-free license to any Contractor preexisting materials incorporated into the Work Product to the extent reasonably necessary for Client to use the Work Product as intended.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the Agreement is binding and enforceable against it in accordance with its terms.

7.2 Contractor Warranty. Contractor warrants that the Services will be performed in a professional manner in accordance with industry standards. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the Services or, if Contractor fails to cure within a reasonable period, refund of amounts paid for the deficient Services.

8. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

Contractor shall maintain commercial general liability insurance and professional liability insurance sufficient to cover its obligations under this Agreement and shall provide evidence of such insurance upon Client's reasonable request.

11. TERMINATION

11.1 Termination for Convenience. Either Party may terminate this Agreement upon days' prior written notice to the other Party.

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 the breach within days after written notice specifying the breach.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and deemed delivered when delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

13. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that as closely as possible effects the Parties' original intent.

16. COUNTERPARTS

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. Signatures transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

ADDITIONAL PROVISIONS

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