Legal Full Agreement

LEGAL FULL AGREEMENT

This Legal Full Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , an entity organized as Corporation LLC Individual, with principal place of business at (hereinafter "Client"), and Service Provider Name: , with principal place of business at (hereinafter "Provider"). Client and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing the services described in this Agreement and represents that it has the capacity and expertise to perform such services in a professional manner; and

WHEREAS, Client desires to retain Provider to perform certain services, and Provider is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the Parties intend that this Agreement set forth the full understanding between them with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the work and deliverables to be performed by Provider as described in Section 2 and further detailed in any Statement of Work executed under this Agreement. 1.2 "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that a reasonable person would understand to be confidential under the circumstances. 1.3 Additional defined terms used in this Agreement shall have the meanings set forth where such terms are first used.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the following scope:

2.2 Provider shall perform the Services in a timely, professional manner in accordance with industry standards. Provider shall provide qualified personnel and shall be solely responsible for the means and methods of performing the Services.

3. TERM AND TERMINATION

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

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured thirty (30) days after written notice specifying the breach and demanding cure.

3.3 Termination for Convenience. Client may terminate the Services for convenience upon thirty (30) days' prior written notice to Provider, subject to payment for Services performed through the termination date and any non-cancellable commitments incurred by Provider.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the applicable Statement of Work or, if not otherwise specified, the following amounts: Base Fee .

4.2 Expenses. Client shall reimburse Provider for reasonable pre-approved out-of-pocket expenses incurred in connection with the Services upon submission of supporting documentation.

5. CONFIDENTIALITY

5.1 Obligations. Each Party shall maintain the confidentiality of the other Party's Confidential Information and shall not disclose such information except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

5.2 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving Party, was known prior to disclosure, or is rightfully obtained 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 materials it owned or developed independently of this Agreement.

6.2 Work Product. Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to any deliverables and work product created specifically for Client under this Agreement upon full payment of amounts due.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents that it has full power and authority to enter into and perform under this Agreement and that performance will not violate any other agreement.

7.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards for a period of thirty (30) days from delivery of such Services.

8. INDEMNIFICATION

8.1 By Provider. Provider shall indemnify and hold harmless Client and its officers, directors and employees from and against any third party claims arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement, including reasonable attorneys' fees and costs.

8.2 By Client. Client shall indemnify and hold harmless Provider from liabilities arising from Client's use of the Services in violation of this Agreement or applicable law.

9. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither Party shall be liable for consequential, incidental, special or punitive damages. The Parties' aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

10. INSURANCE

Provider shall maintain at its expense commercial general liability insurance and professional liability insurance in amounts reasonable for the scope of the Services. Upon request, Provider shall furnish certificates of insurance to Client.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given upon personal delivery, upon confirmed receipt by electronic mail, or three (3) days after deposit with a nationally recognized overnight courier, addressed to the Parties at their respective addresses below.

12. 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, provided the assignee assumes all obligations hereunder.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, together with any Statements of Work and exhibits 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 written or oral.

15. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver thereof, and a waiver must be in writing to be effective.

16. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, 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 achieving, to the extent possible, the economic and business objectives of the invalid provision.

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 delivered by electronic means shall be deemed originals.

18. MISCELLANEOUS

The Parties shall comply with all applicable laws and regulations in connection with their performance under this Agreement. Headings are for convenience only and shall not affect interpretation.

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