Legal Macro Agreement

LEGAL MACRO AGREEMENT

This Legal Macro Agreement (the "Agreement") is entered into as of by and between Provider: , a organized under the laws of , with principal place of business at ; and Client: , a organized under the laws of , with principal place of business at . Provider and Client each a Party and collectively the Parties.

RECITALS

WHEREAS, Provider is engaged in the business of providing products, services, and deliverables described in this Agreement and any Statement of Work executed pursuant to this Agreement;

WHEREAS, Client desires to retain Provider to perform certain services and to acquire rights to deliverables under the terms set forth in this Agreement;

WHEREAS, the Parties intend for this Agreement to serve as a master agreement governing multiple individual engagements, each to be set forth in a separate Statement of Work that references this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Legal Macro Agreement together with all Statements of Work and Appendices expressly incorporated herein.

1.2 "Statement of Work" or "SOW" means a written document signed by authorized representatives of the Parties that describes the specific services, deliverables, schedule, acceptance criteria, and fees for a particular engagement and which expressly incorporates this Agreement.

2. SCOPE OF SERVICES

Provider shall perform the services described in each SOW in a professional and workmanlike manner in accordance with industry standards. All SOWs shall identify the deliverables, acceptance criteria and any milestones. Unless otherwise stated in an SOW, Provider shall determine the manner and means of performing the services.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues for an initial period of unless earlier terminated in accordance with this Agreement. Thereafter it will automatically renew for successive periods of unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

3.2 Termination for Cause. Either Party may terminate an SOW or this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach.

3.3 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, or has a receiver appointed over a material portion of its assets.

4. FEES, INVOICING AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in each SOW. Fees are exclusive of taxes and duties unless otherwise stated. Any additional services not set forth in an SOW will require a written change order signed by both Parties.

4.2 Invoicing and Payment Terms. Provider will invoice Client in accordance with each SOW. Unless otherwise stated, Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall reimburse Provider for reasonable collection costs.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means non-public information disclosed by one Party to the other that is identified as confidential or that reasonably should be understood to be confidential. Confidential Information includes but is not limited to business plans, pricing, customer lists, technical data, trade secrets, and proprietary software.

5.2 Obligations. The receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses with its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted herein.

5.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in an SOW, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property, tools, methodologies, know-how, and software ("Provider IP"). Client retains ownership of Client Materials. Deliverables created specifically for Client under an SOW and identified as work-for-hire shall be owned by Client upon full payment; to the extent any Deliverable is not a work-for-hire, Provider hereby assigns to Client all right, title and interest in such Deliverable, subject to Provider's ownership of Provider IP embedded in the Deliverable.

6.2 License. Provider grants Client a non-exclusive, non-transferable, worldwide license to use Provider IP to the extent incorporated in the Deliverables solely for Client's internal business purposes, subject to the terms and limitations of this Agreement and relevant SOWs.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents that it is duly organized and has the power and authority to enter into this Agreement and to perform its obligations.

7.2 Provider Warranty. Provider warrants that the services will be performed in a professional manner consistent with industry standards. Provider does not warrant that services will be uninterrupted or error free, except as expressly provided in an SOW.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from third-party claims arising out of (a) Provider's gross negligence or willful misconduct in performing services; or (b) an allegation that Provider's work product, created solely by Provider and delivered to Client, infringes a third party's registered intellectual property rights, provided Provider is notified promptly and permitted to control the defense and settlement.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from third-party claims arising out of Client Materials, Client's negligence or breach of this Agreement, or Client's use of deliverables beyond the scope of the license granted herein.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR A PARTY'S INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNITY OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

Provider shall maintain commercial general liability insurance and, where applicable, professional liability (errors and omissions) insurance with limits not less than per occurrence and shall provide certificates of insurance upon reasonable request.

11. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, regulations, and ordinances in performing its obligations under this Agreement, including without limitation export control laws and data protection laws applicable to the Parties' performance and transfer of information.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice:

13. AMENDMENT; WAIVER; ASSIGNMENT

13.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

13.2 Waiver. No failure or delay by either Party to exercise any right under this Agreement shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude any other or further exercise of that right.

13.3 Assignment. Neither Party may assign this Agreement or any SOW without the prior written consent of the other Party, except that either Party may assign this Agreement in its entirety to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets provided the successor 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 , without regard to its conflict of laws principles. The Parties agree that exclusive jurisdiction and venue for any dispute arising under this Agreement shall be the state and federal courts located in the jurisdiction specified above, unless the Parties mutually agree to arbitration in writing.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

15.1 Entire Agreement. This Agreement, together with all SOWs and Appendices executed under it, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

15.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid, enforceable provision that most closely reflects the Parties' original intent.

15.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures or signatures transmitted by facsimile or electronic image shall be binding and treated as original signatures.

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