Legal LOA Document

LETTER OF AGREEMENT (LOA)

This Letter of Agreement ("Agreement") is made and entered into as of by and between Client Name: , with principal place of business at , and Service Provider Name: , with principal place of business at .

Recitals

WHEREAS, Client requires the services described herein and Provider has the experience, personnel and resources to perform such services in accordance with the terms of this Agreement; and

WHEREAS, Provider has agreed to provide the services described as: for the period commencing on and ending on , unless earlier terminated in accordance with this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such services.

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

1. Definitions

1.1 "Confidential Information" means all non-public, proprietary or confidential information disclosed by a party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes pricing, business plans, trade secrets, technical data and client lists.

1.2 Other capitalized terms used in this Agreement shall have the meanings ascribed to them when first defined in the text of this Agreement or in the attached schedules.

2. Scope of Services

2.1 Provider shall perform the services described in the Service Description attached hereto or set forth below. Provider shall perform the services in a professional and workmanlike manner in accordance with industry standards.

3. Term and Termination

3.1 Term. This Agreement shall commence on the Commencement Date specified above and shall continue until the Termination Date specified above unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon providing days' prior 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 days after receipt of written notice describing the breach.

4. Fees and Payment

4.1 Fees. Client shall pay Provider the fees set forth herein: Total Fee: $.

4.2 Payment Terms. Unless otherwise agreed in writing, Provider shall invoice Client in accordance with the payment schedule: . Client shall pay all undisputed invoices within days of receipt.

4.3 Late Payment. Late payments shall accrue interest at a rate of on the outstanding balance, to the extent permitted by law.

5. Confidentiality

5.1 Confidentiality Obligations. Each party agrees to hold in confidence and not to disclose the Confidential Information of the other party except as required to perform its obligations under this Agreement or as required by law. Confidential Information shall be used solely for the purposes of performing rights and obligations under this Agreement.

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the disclosing party's Confidential Information.

6. Intellectual Property

6.1 Ownership. Unless otherwise expressly provided in writing, Provider retains ownership of all pre-existing intellectual property and tools used in providing the services. Client shall own deliverables specifically identified as work-for-hire and paid for in full, subject to any license back to Provider expressly set forth herein.

6.2 License. Provider hereby grants Client a non-exclusive, non-transferable license to use the deliverables for Client's internal business purposes, subject to payment in full and compliance with this Agreement.

7. Representations and Warranties

7.1 Mutual Representations. Each party represents and warrants that it has the full corporate power and authority to enter into and perform its obligations under this Agreement and that execution of this Agreement has been duly authorized.

7.2 Provider Warranty. Provider warrants that the services will be performed in a professional manner consistent with industry standards. Client's sole remedy for breach of this warranty shall be re-performance of the nonconforming services or, if Provider cannot re-perform, a refund of amounts paid to Provider for the deficient services.

8. Indemnification

8.1 Indemnity by Provider. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Provider's gross negligence, willful misconduct or material breach of this Agreement, provided that Client promptly notifies Provider in writing of any claim and cooperates in the defense and settlement of such claim.

8.2 Indemnity by Client. Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising out of Client's misuse of deliverables or breach of obligations under this Agreement.

9. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR OBLIGATIONS OF INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

10. Insurance

Provider shall maintain commercial general liability and professional liability insurance in amounts customary for the industry during the term of this Agreement and shall provide certificates of insurance upon Client's written request.

11. Notices

All notices, requests, consents and other communications 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.

12. Amendments

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties. No oral statement or course of conduct shall constitute an amendment or waiver of any provision of this Agreement.

13. Waiver

The failure of either party to enforce any right or remedy under this Agreement will not constitute a waiver of that right or remedy and will not prevent that party from enforcing that right or remedy at a later time.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction chosen by the parties: , without regard to its conflicts of law principles.

15. Entire Agreement

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

16. Severability

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

17. Counterparts; Authority

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. Signatories represent and warrant that they have the authority to bind the party for which they sign.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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