Legal Limitation Scope Agreement

LEGAL LIMITATION SCOPE AGREEMENT

This Legal Limitation Scope Agreement (the "Agreement") is made as of the Effective Date: between Client Name: , Client Address: , and Service Provider Name: , Provider Address: .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services limited in scope and defined herein (the "Services"), and Provider is willing to perform such Services subject to the limitations and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to clarify the specific scope of work, to allocate risk, to limit Provider's liability, and to set forth the remedies available in the event of a dispute arising from the Services;

WHEREAS, the parties acknowledge that certain services, deliverables, or responsibilities are expressly excluded from the Services unless added by written amendment in accordance with this Agreement;

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, 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 described in Section 2 and any written attachments expressly incorporated into this Agreement. "Deliverables" means tangible outputs provided by Provider to Client as part of the Services. "Excluded Services" means tasks expressly excluded in writing from the Services. Other capitalized terms shall have the meanings set forth in this Agreement.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described below in accordance with the schedule and specifications agreed by the parties. Provider's obligations are limited solely to those Services expressly described and do not include any other duties or responsibilities not set forth herein.

3. LIMITATIONS AND EXCLUSIONS OF LIABILITY

3.1 Provider's liability arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability or otherwise, shall be limited to direct damages and shall not exceed the aggregate fees actually paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim. In no event shall Provider be liable for indirect, incidental, consequential, special, exemplary or punitive damages, including lost profits, loss of business, or loss of goodwill, even if advised of the possibility of such damages.

3.2 The limitations set forth in this Section shall apply notwithstanding the failure of essential purpose of any exclusive remedy and shall survive termination of this Agreement.

4. CLIENT RESPONSIBILITIES

4.1 Client shall provide timely decisions, access to facilities and personnel, and all information reasonably required by Provider to perform the Services. Client acknowledges that Provider's performance is dependent upon Client's cooperation and that any delay or failure by Client may affect schedules and fees.

5. FEES AND PAYMENT

5.1 Client shall pay Provider the fees described below. Unless otherwise agreed in writing, all fees are due within thirty (30) days of invoice and overdue amounts bear interest at the lesser of 1.5% per month or the maximum lawful rate.

6. TERM AND TERMINATION

6.1 This Agreement shall commence on the Effective Date and continue until completion of the Services or until earlier terminated as provided herein. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

6.2 Either party may terminate for convenience upon thirty (30) days' written notice to the other. Upon termination, Client shall pay Provider for Services performed and for non-cancellable commitments reasonably incurred prior to termination.

7. CONFIDENTIALITY

7.1 Each party shall treat as confidential and shall not disclose to any third party any non-public information received from the other party that is marked confidential or that, by its nature, should reasonably be considered confidential. Confidential information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement or that was known to the receiving party prior to disclosure.

8. INTELLECTUAL PROPERTY

8.1 Unless otherwise agreed in writing, Provider retains all right, title and interest in and to Provider's preexisting intellectual property and methodologies. Provider grants Client a non-exclusive, non-transferable license to use Deliverables solely for Client's internal business purposes, subject to payment in full of fees due.

9. INDEMNIFICATION

9.1 Client shall indemnify, defend and hold harmless Provider and its officers, directors and affiliates from and against any third-party claims arising out of Client's breach of this Agreement, Client's misuse of Deliverables, or Client-provided materials. Provider shall indemnify, defend and hold Client harmless for claims arising from Provider's gross negligence or willful misconduct in performing the Services.

10. INSURANCE

10.1 Provider shall maintain commercially reasonable insurance coverage, including general liability and professional liability insurance, in amounts sufficient to cover its obligations under this Agreement. Provider shall provide evidence of insurance upon reasonable request.

11. WARRANTIES; DISCLAIMER

11.1 Provider warrants that Services will be performed with reasonable skill and care in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12. LIMITATION OF REMEDIES

12.1 The remedies set forth in this Agreement are exclusive and in lieu of all other remedies, whether at law or in equity, and shall survive termination or expiration of this Agreement to the extent necessary to enforce any claim arising prior to termination.

13. NOTICES

13.1 All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the address set forth below or to such other address as a party may specify in writing.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any subsequent breach of the same or any other provision. 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.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of this Agreement.

15.2 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

16.1 Relationship of the Parties: The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, agency, employment or franchise relationship between them.

16.2 Survival: Provisions that by their nature should survive termination or expiration of this Agreement shall so survive, including but not limited to Sections 3 (Limitations), 7 (Confidentiality), 8 (Intellectual Property), 9 (Indemnification), 12 (Limitation of Remedies), and 15 (Governing Law; Entire Agreement; Severability).

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