Legal Kirkland Agreement

LEGAL KIRKLAND AGREEMENT

This Legal Kirkland Agreement (the Agreement) is made and entered into as of Effective Date: by and between Party A Name: and Party B Name: .

RECITALS

WHEREAS, Party A is engaged in the business of providing legal consulting, advisory and related services, and represents that it possesses the personnel, experience, and resources necessary to perform the services described herein;

WHEREAS, Party B desires to engage Party A to provide certain legal services in accordance with the terms and conditions set forth in this Agreement, and Party A is willing to provide such services on the terms and conditions herein;

WHEREAS, the parties desire a clear allocation of responsibilities, fees, confidentiality obligations, and remedies in the event of breach;

NOW THEREFORE

In consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the legal services and deliverables to be provided by Party A as described in Section 2. 1.2 "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

2.1 Engagement. Subject to the terms of this Agreement, Party A will perform the Services described below and in any mutually executed statement of work.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing Termination Notice: days' written notice to the other party.

3.3 Termination for Cause. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. FEES AND PAYMENT

4.1 Fees. In consideration for the Services, Party B shall pay Party A the fees set forth below and any fees set forth in a statement of work.

4.2 Invoicing and Payment Terms. Party A will invoice Party B in accordance with the schedule set forth in the statement of work. Unless otherwise agreed, invoices are due within Payment Days: days of receipt. Late payments shall accrue interest at the lower of 1.5% per month or the maximum permitted by law.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each party shall (a) maintain the confidentiality of the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information only to perform obligations or exercise rights under this Agreement.

5.2 Exceptions. Confidential Information shall not include information that is (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without confidentiality obligations; (c) independently developed without use of the other party's Confidential Information; or (d) required to be disclosed by law, provided the disclosing party gives prompt notice to the other and cooperates in any lawful effort to limit disclosure.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth in a statement of work, Party A retains all right, title and interest in and to any preexisting intellectual property and any methodologies, know-how, templates, or tools used or developed by Party A in connection with the Services. Party B shall receive a non-exclusive, non-transferable license to any deliverables expressly identified in the applicable statement of work upon full payment of all fees due for such deliverables.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and performance of this Agreement will not violate any agreement with any third party.

7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Indemnification by Party A. Party A shall indemnify, defend and hold harmless Party B from and against any third-party claims arising from Party A's gross negligence or willful misconduct in the performance of the Services.

8.2 Indemnification by Party B. Party B shall indemnify, defend and hold harmless Party A from and against any third-party claims arising from Party B's breach of this Agreement, violation of law, or use of the deliverables other than as authorized by this Agreement.

9. LIMITATION OF LIABILITY

9.1 Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap. Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations under Section 8, each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed Liability Cap Amount:

10. INSURANCE

11. NOTICES

All notices, requests, consents, claims and other communications hereunder must be in writing and addressed to the parties at the addresses specified below (or to such other address that a party may designate by notice to the other):

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendment. No amendment to this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, and no single or partial exercise of any remedy shall preclude the exercise of any other remedy.

12.3 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. Execution by electronic signature shall be binding and enforceable.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

13.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the extent permitted by law.

13.3 Entire Agreement. This Agreement, together with any statements of work and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

14. MISCELLANEOUS

14.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in connection with a merger, sale of assets, or change of control provided the assignee assumes all obligations hereunder.

14.2 Relationship of Parties. The relationship of the parties is that of independent contractors. Nothing contained herein shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

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