Legal JSA Agreement

LEGAL JSA AGREEMENT

This Joint Services Agreement (the "Agreement") is made and entered into as of / / by and between Client Name: , an entity type: Individual Corporation LLC , with principal place of business at ; and Service Provider Name: , an entity type: Individual Corporation LLC , with principal place of business at .

Recitals

WHEREAS, Client is engaged in business activities and requires certain services to be performed by a qualified provider pursuant to the terms set forth herein; and

WHEREAS, Provider has the experience, personnel, and resources necessary to perform the services described in this Agreement and is willing to perform such services on the terms and conditions set forth herein.

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 JSA Agreement including all schedules and exhibits. "Confidential Information" means information marked confidential or that a reasonable person would understand to be confidential, including business plans, pricing, technical data, and personnel records. "Services" means the services described in Section 2.

2. Scope of Services

2.1 Provider shall perform the Services as set forth in the statement of work below and any mutually executed attachments. Provider shall exercise commercially reasonable skill and care in performing the Services and shall provide all labor, materials, equipment and supervision necessary to complete the Services in accordance with this Agreement.

3. Term and Termination

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

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

3.3 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 fifteen (15) days after receipt of written notice specifying the breach.

4. Compensation and Payment

4.1 Compensation. Client shall pay Provider for Services at the rates set forth below or in applicable SOWs. All fees are due in accordance with the payment schedule set forth in Section 4.2.

5. Invoicing; Taxes

5.1 Provider shall submit invoices in sufficient detail to permit Client to confirm charges. Unless otherwise agreed, Client shall pay undisputed invoices within days of receipt.

5.2 Taxes. Each party is responsible for its own taxes arising from the performance of this Agreement, except that Client shall pay any sales or use taxes legally required to be collected with respect to the Services.

6. Confidentiality

6.1 Each party shall maintain Confidential Information of the other party in strict confidence and shall not disclose such information except to employees, contractors or agents who have a need to know and who are bound to confidentiality obligations at least as restrictive as those in this Agreement.

6.2 The obligations in this Section shall not apply to information that: (a) is or becomes publicly known through no breach; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the other party's Confidential Information.

7. Intellectual Property

7.1 Pre-existing Materials. Each party retains all right, title and interest in its pre-existing intellectual property. Provider grants Client a non-exclusive, non-transferable license to use Provider materials solely for Client's internal use in connection with the Services.

7.2 Work Product. Unless otherwise agreed in a written SOW, ownership of any distinct Work Product created specifically for Client under this Agreement shall vest in Client upon full payment of all amounts due for such Work Product, subject to Provider's retained rights in its tools and methodologies.

8. Warranties; Disclaimers

8.1 Provider warrants that the Services will be performed with reasonable skill and care and in accordance with generally accepted industry standards. Provider's sole obligation and Client's sole remedy for breach of this warranty shall be re-performance of the nonconforming Services or, if Provider cannot correct such nonconformity within a commercially reasonable time, a refund of fees paid for the deficient Services.

8.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED.

9. Indemnification

9.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligence or willful misconduct in the performance of the Services.

9.2 Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Client's intentional misconduct, negligence in providing necessary information or Client-owned materials, or Client's breach of its obligations under this Agreement.

10. Insurance

10.1 During the term of this Agreement, Provider shall maintain at its expense insurance customary for the type of services provided, including commercial general liability with limits of not less than per occurrence, and workers' compensation as required by law.

11. Independent Contractor

11.1 Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Provider is solely responsible for payment of its employees and contractors, and for compliance with applicable employment and tax laws.

12. Compliance with Laws

12.1 Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including applicable export control and privacy laws.

13. Notices

13.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this Section.

14. Amendments; Waiver; Counterparts

14.1 This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. Governing Law; Venue

15.1 This Agreement shall be governed by and construed in accordance with the laws of the state indicated below, without regard to its conflict of laws principles.

16. Entire Agreement; Severability

16.1 This Agreement, including any exhibits and SOWs, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

16.2 If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, or if not reformed, severed, and the remaining provisions shall remain in full force and effect.

17. Miscellaneous Provisions

17.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

17.2 Remedies. Except as otherwise provided in this Agreement, the remedies provided herein are cumulative and in addition to any other remedies available at law or in equity.

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