Legal ISC Agreement

LEGAL ISC AGREEMENT

This Legal ISC Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A: , organized as Corporation LLC Individual, with principal place of business at ; and Party B: , organized as Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, Party A possesses certain technical expertise, data, systems and business processes and seeks cooperative engagement with Party B for joint information sharing, interoperability and collaborative services; and

WHEREAS, Party B has complementary capabilities and will provide services and resources under the terms set forth herein to enable inter-system collaboration, secure information exchange, and related implementation activities; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, confidentiality, security, intellectual property, and governance of such collaborative activity.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, including business plans, technical data, specifications, designs, software, source code, trade secrets, and customer information, but excludes information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the receiving party without reference to Confidential Information.

1.2 "Services" means the inter-system collaboration, technical integration, information exchange, and related professional services described in Section 2 and in any Statement of Work executed under this Agreement.

2. SCOPE OF SERVICES

2.1 Party B will perform the Services described below and in any mutually executed Statement of Work. The parties agree that Services shall be performed in a professional and workmanlike manner consistent with industry standards.

2.2 Statements of Work shall set forth specific deliverables, acceptance criteria, schedules, fees and responsibilities. To the extent of any conflict, a signed Statement of Work shall supersede the general terms of this Agreement solely with respect to the subject matter of that Statement of Work.

3. TERM; TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues for an initial period of months, unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' written notice to the other party.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

4.1 Non-Disclosure. Each party shall protect Confidential Information of the other with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The receiving party shall not disclose Confidential Information to any third party except as permitted by this Agreement.

4.2 Permitted Disclosures. A receiving party may disclose Confidential Information to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. The receiving party shall remain liable for any unauthorized disclosure or use by such persons.

5. DATA SECURITY AND PRIVACY

5.1 Security Measures. Each party shall implement and maintain administrative, technical and physical safeguards appropriate to the nature of the Confidential Information and Services, including access controls, encryption for data in transit and at rest where appropriate, incident response procedures, and regular security assessments.

5.2 Breach Notification. Each party shall notify the other without undue delay upon becoming aware of a security incident affecting the other's Confidential Information and shall cooperate in investigation and remediation efforts.

6. INTELLECTUAL PROPERTY

6.1 Pre-Existing IP. Each party retains all right, title and interest in and to its pre-existing intellectual property and Confidential Information. No license is granted by either party except as expressly set forth in this Agreement.

6.2 Deliverables. Subject to payment of fees and compliance with this Agreement, Party B hereby assigns to Party A all worldwide right, title and interest in and to any deliverables specifically created for Party A under a Statement of Work, except for any third-party materials or Party B's tools, templates and methodologies, which remain the sole property of Party B. The parties may negotiate license terms for such retained materials where necessary.

7. REPRESENTATIONS; WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance of this Agreement will not violate any agreement or law applicable to such party.

8. INDEMNIFICATION

8.1 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A from and against any third-party claims arising out of Party B's breach of this Agreement, negligence, willful misconduct or infringement of third-party intellectual property rights, subject to the limitations and procedures set forth in this Section.

8.2 Procedure. A party seeking indemnification shall promptly notify the indemnifying party of any claim, permit the indemnifying party to control the defense and settlement of the claim, and reasonably cooperate with the indemnifying party.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PARTY B UNDER THE APPLICABLE STATEMENT OF WORK DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

During the term of this Agreement Party B shall maintain commercially reasonable insurance coverage, including general liability and, if applicable, professional liability or cyber liability, in amounts sufficient to cover its obligations under this Agreement.

11. COMPLIANCE WITH LAWS

Each party shall perform its obligations in compliance with all applicable laws, regulations and industry standards, including those relating to data protection, export controls and anti-corruption.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contacts below by hand, certified mail (return receipt requested), or commercial overnight courier, and shall be effective upon receipt.

13. AMENDMENTS; WAIVER; ASSIGNMENT

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations hereunder.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to binding arbitration administered in the jurisdiction specified below under commercial arbitration rules; judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any executed Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is found unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

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 electronic means shall be binding.

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date first written above.

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