Legal Frame Agreement

LEGAL FRAME AGREEMENT

This Legal Frame Agreement ("Agreement") is entered into as of Day: Month: Year: by and between Party A: whose principal place of business is ("Supplier"), and Party B: whose principal place of business is ("Client").

RECITALS

WHEREAS, Supplier is engaged in the business of providing goods, services and deliverables described in Statements of Work and other order documents, and possesses the necessary personnel, expertise and resources to perform such obligations;

WHEREAS, Client requires the supply of certain services, products or deliverables from Supplier on the general terms and conditions set forth in this Agreement, to be further specified in individual Statements of Work; and

WHEREAS, the parties desire to establish a framework under which future purchase orders, statements of work or other ordering documents may be issued and accepted pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Legal Frame Agreement including all Schedules and Statements of Work. 1.2 "Statement of Work" or "SOW" means any document executed by authorized representatives of both parties that describes the Services, Deliverables, pricing, schedule and acceptance criteria and references this Agreement. 1.3 "Deliverables" means the tangible and intangible work product to be delivered by Supplier under a SOW. 1.4 Terms used but not otherwise defined in this Agreement have the meanings customarily attributed to them in the trade.

2. SCOPE OF FRAMEWORK

2.1 Supply Framework. Supplier agrees to provide and Client agrees to procure Services and/or Deliverables as specified in individual SOWs executed pursuant to this Agreement. Each SOW shall identify the scope, deliverables, milestones, acceptance criteria and price.

3. ORDERS, STATEMENTS OF WORK AND ACCEPTANCE

3.1 Formation. No work shall commence until a SOW or Purchase Order referencing this Agreement is signed or otherwise mutually accepted by the parties. Each SOW shall incorporate this Agreement by reference. In the event of conflict, this Agreement shall govern unless the SOW expressly and unambiguously modifies a provision of this Agreement.

3.2 Acceptance. Deliverables shall be subject to the acceptance tests and procedures set forth in the applicable SOW. Unless Client notifies Supplier of rejection within the acceptance period specified in the SOW, Deliverables shall be deemed accepted.

4. TERM AND TERMINATION

4.1 Term. The Agreement shall commence on the Effective Date and continue for an initial period of months unless earlier terminated in accordance with this Agreement. Thereafter the Agreement may be renewed by mutual written agreement.

4.2 Termination for Convenience or Breach. Either party may terminate a SOW or this Agreement for material breach if the other party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Client may terminate any SOW for convenience upon providing thirty (30) days' prior written notice and payment for work performed to the date of termination plus any non-cancellable commitments reasonably incurred by Supplier.

5. PRICE, INVOICING AND PAYMENT

5.1 Prices. Prices for Services and Deliverables shall be set forth in each SOW. Unless otherwise provided, prices are exclusive of taxes and duties which shall be paid by the party required by applicable law.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature. Each recipient shall: (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) protect it with at least the same degree of care that the recipient uses to protect its own confidential information but no less than reasonable care; and (c) not disclose it to any third party except as permitted herein.

6.2 Exceptions. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Background IP. Each party retains all right, title and interest in and to its pre-existing intellectual property and any intellectual property developed outside the scope of this Agreement ("Background IP").

7.2 Deliverables and Licenses. Unless otherwise agreed in a SOW, Supplier grants Client a non-exclusive, worldwide, perpetual license to use, reproduce and modify the Deliverables for Client's internal business purposes upon full payment of fees due for such Deliverables. Supplier retains ownership of Supplier's tools, methodologies and Background IP embedded in or used to create Deliverables, and grants Client a limited license to the extent necessary for Client to use the Deliverables.

8. WARRANTIES; DISCLAIMERS

8.1 Supplier Warranty. Supplier warrants that for a period of ninety (90) days following acceptance, Deliverables will materially conform to the acceptance criteria set forth in the applicable SOW. Supplier's sole obligation and Client's exclusive remedy for breach of the above warranty shall be, at Supplier's option, re-performance, repair or refund of fees paid for the non-conforming Deliverables.

8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Indemnification by Supplier. Supplier shall indemnify, defend and hold harmless Client from and against any third party claim arising out of Supplier's gross negligence, willful misconduct or Supplier's breach of its representations that the Deliverables infringe a third party's intellectual property rights, provided Client gives prompt written notice and reasonable cooperation.

9.2 Limitation. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR 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 TO SUPPLIER BY CLIENT UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

Supplier shall maintain insurance customary for the industry, including commercial general liability and professional liability as applicable. Upon request, Supplier shall provide certificates evidencing such coverage.

11. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations and export controls in performing its obligations under this Agreement. Neither party shall engage in bribery, corruption or other unlawful conduct in connection with this Agreement.

12. NOTICES

Notices under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested) or commercial overnight courier to the addresses below or to such other address as a party designates by notice.

13. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall constitute a waiver.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT

This Agreement, together with all SOWs and exhibits executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the original intent.

17. 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 shall be binding.

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