Legal ICA Agreement

LEGAL ICA AGREEMENT

This Independent Contractor Agreement (the "Agreement") is made as of Effective Date: by and between Company Name: with principal place of business at ("Company"), and Contractor Name: with principal place of business at ("Contractor"). Company and Contractor are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Company desires to retain Contractor to perform certain services as described herein, and Contractor represents that Contractor has the expertise and capacity to perform such services; and

WHEREAS, Contractor is willing to perform such services for Company under the terms and conditions set forth in this Agreement.

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

1. ENGAGEMENT; SERVICES

1.1 Engagement. Company hereby engages Contractor, and Contractor accepts such engagement, to perform the services described in Exhibit A (the "Services"), subject to the terms and conditions of this Agreement.

1.2 Scope. The Services shall include all tasks, deliverables, milestones and specifications set forth in Exhibit A. Contractor shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

2. TERM

2.1 Term. The term of this Agreement shall commence on Effective Date and continue until completion of the Services or termination pursuant to Section 12. Start Date: Anticipated End Date:

3. COMPENSATION; PAYMENT

3.1 Fees. Company shall pay Contractor the fees set forth herein or in Exhibit A. Compensation rate (if applicable): Payment schedule:

3.2 Expenses. Contractor shall be responsible for all expenses except those expressly approved in writing by Company. Reimbursable expenses must be pre-authorized and will be reimbursed upon presentation of reasonable documentation.

3.3 Invoices and Payment. Contractor shall submit written invoices in accordance with Exhibit A. Company shall pay any undisputed amounts within the payment period set forth in Exhibit A or as otherwise agreed in writing.

4. INDEPENDENT CONTRACTOR; TAXES

4.1 Relationship. Contractor is an independent contractor and not an employee, agent, or partner of Company. Contractor shall have sole control over the manner and means of performing the Services.

4.2 Taxes. Contractor shall be solely responsible for all federal, state, local and other taxes, contributions and similar charges arising from compensation paid under this Agreement. Company will not withhold taxes from amounts payable to Contractor.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

5.2 Non-Disclosure. Contractor shall not disclose or use Confidential Information except as necessary to perform the Services. Contractor shall take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

5.3 Exceptions. Confidential Information does not include information that is or becomes publicly available other than through a breach of this Agreement, or was rightfully known prior to disclosure.

6. INTELLECTUAL PROPERTY

6.1 Work Product. All original works of authorship, inventions, discoveries, developments and other results created, conceived or developed by Contractor in connection with the Services (collectively, "Work Product") shall be the sole and exclusive property of Company. Contractor hereby assigns to Company all right, title and interest in and to the Work Product, including all intellectual property rights.

6.2 Pre-Existing Materials. Contractor shall retain ownership of any pre-existing materials provided by Contractor and identified in writing prior to performance; Contractor grants Company a nonexclusive, royalty-free license to the extent necessary to use the Work Product.

7. REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants that: (a) Contractor has the right and authority to enter into this Agreement; (b) the Services will be performed in a professional manner consistent with industry standards; and (c) the Work Product will not infringe upon the intellectual property or proprietary rights of any third party.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Contractor shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any third-party claim, liability, loss or expense (including reasonable attorneys' fees) arising out of Contractor's breach of this Agreement, negligence or willful misconduct.

8.2 Limitation of Liability. EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. INSURANCE

Contractor shall maintain insurance customary for Contractor's business, including commercial general liability and, where applicable, professional liability coverage. Minimum limits required:

10. TERMINATION

10.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective date of termination.

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

10.3 Effect of Termination. Upon termination, Contractor shall deliver all Work Product and shall be entitled to compensation for Services satisfactorily performed through the effective date of termination, subject to set-off for any amounts owed to Company.

11. NOTICES

Notices must be in writing and delivered by hand, nationally-recognized overnight courier, or certified mail (return receipt requested) to the addresses listed above or such other address as a Party may designate in writing.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by Company: without regard to conflict of laws principles.

13.2 Entire Agreement. This Agreement, including all exhibits and attachments, constitutes the entire agreement between the Parties and supersedes all prior negotiations and understandings relating to the subject matter hereof.

13.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the Parties' intent to the greatest extent permissible.

14. MISCELLANEOUS

14.1 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that Company may assign to an affiliate or successor entity in connection with a merger or sale of substantially all of its assets.

14.2 Remedies. The remedies provided herein are cumulative and in addition to any other remedies available at law or in equity. Injunctive relief shall be available to either Party to prevent actual or threatened breaches of Sections 5 or 6.

EXHIBIT A — DESCRIPTION OF SERVICES

ENTITY TYPE

Company Entity Type: Corporation LLC Partnership Sole Proprietor

Contractor Entity Type: Individual Corporation LLC Other

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