Legal Format Template

LEGAL FORMAT TEMPLATE

This Legal Format Template (the "Agreement") is made effective as of by and between Client Name: , an entity organized as with principal office at , and Provider Name: , an entity organized as with principal office at .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services described in this Agreement and Provider is willing to perform such services on the terms and conditions set forth herein;

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to provide the services described herein and will perform such services in a professional and workmanlike manner consistent with industry standards;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, deliverables, confidentiality, ownership of work product, and compensation.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the services to be performed by Provider as described in Section 2 and in any Statement of Work executed under this Agreement. A general description of the initial Services is:

1.2 "Deliverables" means the tangible and intangible work product specifically identified in a Statement of Work and delivered to Client by Provider in connection with the Services.

1.3 "Confidential Information" means all non-public business, technical, financial, and other information disclosed by either party to the other, whether oral, written, or electronic, 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.

2. SERVICES; PERFORMANCE

2.1 Provider shall perform the Services described in the Services Description in a professional, timely, and workmanlike manner in accordance with the standards of care in Provider's industry. Provider shall assign qualified personnel to perform the Services and shall supervise such personnel.

2.2 Client shall provide Provider with reasonable access to Client personnel, facilities, data, and other information reasonably necessary for Provider to perform the Services. Client acknowledges that Provider's performance may be dependent upon Client's timely cooperation.

3. FEES AND PAYMENT

3.1 Compensation. Client shall pay Provider the fees set forth in the applicable Statement of Work. For the initial engagement the fee shall be:

3.2 Invoices. Provider shall invoice Client in accordance with the payment schedule set forth in the applicable Statement of Work. Unless otherwise specified, all invoices are due and payable within days of invoice.

4. TERM; TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section. The initial term shall begin on and end on unless earlier terminated.

4.2 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 written notice specifying the breach.

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

5. CONFIDENTIALITY

5.1 Each party shall (a) maintain in confidence all Confidential Information of the other party; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement.

5.2 The obligations set forth in this Section shall not apply to information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any protective order sought.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-Existing Materials. Each party retains all right, title and interest in and to its pre-existing intellectual property and materials not created under this Agreement ("Background IP").

6.2 Ownership of Deliverables. Unless otherwise agreed in writing in a Statement of Work, Provider hereby assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement upon full payment of all fees due with respect to such Deliverables. Provider retains any Background IP and tools, know-how, and general skills, techniques, or methodologies used in the performance of the Services.

7. WARRANTY; DISCLAIMER

7.1 Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy, and Provider's sole obligation, shall be re-performance of the nonconforming Services or, if Provider cannot substantially correct the breach within a reasonable period, a refund of the fees paid for the nonconforming Services.

7.2 EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 7.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from Provider's gross negligence, willful misconduct, or material breach of this Agreement.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any third-party claims, losses, liabilities, damages and expenses arising from Client's use of the Deliverables in a manner not authorized by this Agreement or Client's breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 CAP ON LIABILITY. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF SECTION 5 (CONFIDENTIALITY) OR SECTION 8 (INDEMNIFICATION), EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

Provider shall maintain commercially reasonable insurance coverage, including general liability and professional liability insurance, in amounts adequate to cover its obligations under this Agreement. Upon request, Provider shall provide Client with certificates of insurance reasonably requested by Client.

11. NOTICES

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation between executive representatives. If unresolved, disputes shall be resolved by the courts located in the county of the governing state unless the parties agree in writing to arbitration.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

13.1 Entire Agreement. This Agreement, together with any Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, or communications, whether written or oral.

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

13.3 Amendment; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by duly authorized representatives of both parties. The waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

13.4 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 electronic means (including PDF) shall be deemed binding for all purposes.

ADDITIONAL PROVISIONS

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