Legal Master Agreement

LEGAL MASTER AGREEMENT

This Legal Master Agreement (Effective Date: ) is entered into as of the Effective Date by and between Party A Name: whose principal place of business is , and Party B Name: whose principal place of business is . Each of the foregoing entities is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Party A provides certain services, deliverables, and related materials as further described in Statements of Work executed under this Agreement; and

WHEREAS, Party B desires to engage Party A to perform such services on the terms and conditions set forth herein, and Party A is willing to provide such services to Party B under those terms and conditions; and

WHEREAS, the Parties intend for this Agreement to govern the general relationship between them and to provide the standard terms that will apply to individual Statements of Work.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and 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 Master Agreement and all Statements of Work executed under it. "Statement of Work" or "SOW" means a written document executed by authorized representatives of the Parties that describes specific services, deliverables, milestones, schedule and pricing. "Deliverables" means tangible or intangible work product expressly identified in an applicable SOW.

2. SCOPE OF SERVICES

2.1 Party A shall perform services and deliver Deliverables as specified in each SOW. Each SOW shall reference this Agreement, describe the scope, acceptance criteria, schedule, personnel, and fees, and shall be subject to the terms of this Agreement.

2.2 Changes to the scope of any SOW shall be made only by written change order signed by authorized representatives of both Parties. Any change to price or schedule resulting from a change order shall be reflected in the change order.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and shall continue for an initial term of months (the "Initial Term"), and thereafter shall automatically renew for successive one (1) year periods 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 this Agreement or any SOW immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

3.3 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience upon providing sixty (60) days' written notice to the other Party. Upon termination, Party B shall pay Party A for all work performed and reasonable non-cancellable obligations incurred through the effective date of termination.

4. FEES AND PAYMENT

4.1 Fees. Fees for services and Deliverables shall be set forth in each SOW. Unless otherwise stated, Party A shall invoice Party B monthly in arrears for services rendered and Deliverables delivered.

4.2 Payment Terms. Unless otherwise agreed in an SOW, payment is due within thirty (30) days of invoice date. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and the prevailing Party shall be entitled to recover reasonable collection costs, including attorneys' fees.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public, proprietary information disclosed by one Party to the other 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.

5.2 Obligations. The receiving Party shall (a) use Confidential Information only for purposes of performing under this Agreement, (b) restrict disclosure of Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.3 Exceptions. Confidential Information does not include information that is (i) already known to the receiving Party without restriction at the time of disclosure, (ii) becomes publicly known through no breach of this Agreement, (iii) is lawfully received from a third party without restriction, or (iv) independently developed without use of the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Each Party retains all right, title and interest in and to its pre-existing intellectual property. Unless expressly provided in an SOW, Party A shall retain ownership of all intellectual property rights in materials, methodologies, tools and know-how that are developed or used by Party A in connection with providing the services, and Party B shall receive only the licenses expressly granted herein.

6.2 License. Subject to full payment of all amounts due, Party A hereby grants Party B a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables for its internal business purposes as set forth in the applicable SOW. Any license to Party B terminates upon expiration or termination of this Agreement unless otherwise agreed in writing.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Reps. Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that its execution and performance will not violate any applicable law or agreement to which it is a party.

7.2 Party A Warranties. Party A warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Party A does not warrant that it will meet any performance metrics except as expressly set forth in an SOW.

8. INDEMNIFICATION

8.1 By Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors and employees from and against any third-party claims arising from Party A's gross negligence, willful misconduct or material breach of its representations set forth in Section 7, provided that Party B (a) promptly notifies Party A in writing of any claim, (b) allows Party A to control the defense and settlement, and (c) cooperates reasonably in the defense.

8.2 By Party B. Party B shall indemnify, defend and hold harmless Party A from and against claims arising from Party B's use of Deliverables in violation of this Agreement or Party B's breach of its representations, subject to the same notice and control provisions in Section 8.1.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. Except for liability arising from a Party's willful misconduct, fraud, or indemnification obligations under Section 8, neither Party shall be liable to the other for incidental, consequential, special, punitive or exemplary damages, including lost profits, even if advised of the possibility of such damages.

9.2 Cap. Except for liability for breach of confidentiality, willful misconduct, or payment obligations, a Party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall not exceed the fees actually paid by Party B to Party A under the applicable SOW in the twelve (12) months preceding the event giving rise to the claim.

10. INSURANCE

10.1 Coverage. Each Party shall maintain insurance reasonably appropriate to its activities under this Agreement, including, as applicable, commercial general liability and, where services are performed by personnel, employer's liability and professional liability insurance.

11. NOTICES

11.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, certified mail (return receipt requested), nationally recognized overnight courier, or email (confirmed in writing) to the addresses set forth below or to such other address as a Party may designate by notice.

12. GOVERNING LAW; DISPUTE RESOLUTION

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

12.2 Dispute Resolution. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, the Parties may pursue any remedy available at law or in equity in the courts located in the governing law state.

13. MISCELLANEOUS

13.1 Entire Agreement. This Agreement, together with all SOWs and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

13.2 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

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

13.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

EXECUTION

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

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