Legal MC Agreement

LEGAL MC AGREEMENT

This Master Consulting Agreement (the Agreement) is entered into as of by and between Client Name: with principal place of business at and Contractor Name: with principal place of business at . Each of Client and Contractor may be referred to herein individually as a Party and collectively as the Parties.

Recitals

WHEREAS, Client desires to engage Contractor to perform certain consulting, advisory, technical and related services as set forth in this Agreement; and

WHEREAS, Contractor has the experience, expertise and personnel necessary to provide such services and is willing to provide the services on the terms and conditions contained herein; and

WHEREAS, the Parties intend that this Agreement shall govern the terms under which Contractor will provide services to Client during the Term.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1. Definitions

"Services" means the consulting services and deliverables described in Section 2 and in any Statement of Work executed under this Agreement. "Confidential Information" means non-public information disclosed by a Party 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.

2. Engagement and Scope of Services

Contractor shall perform the Services described in the attached Statement of Work(s) executed by the Parties. The initial scope summary is:

3. Term and Termination

The Term of this Agreement commences on the Effective Date and continues for an initial period of unless earlier terminated as provided below. Either Party may terminate for convenience upon days' prior written notice. Either Party may terminate immediately for material breach if the breach remains uncured after days' written notice.

4. Compensation and Invoicing

Client shall pay Contractor the fees set forth in the applicable Statement of Work. The standard fee for the initial Services is: (USD).

Contractor shall submit invoices to Client at the address below. Client shall pay undisputed amounts within the agreed payment term. Disputed amounts must be raised in writing within 15 days and the Parties shall promptly meet to resolve the dispute.

5. Confidentiality

Each Party shall hold Confidential Information of the other Party in strict confidence and shall not use such information except as necessary to perform its obligations under this Agreement. Confidential Information does not include information that (a) is or becomes public through no breach of this Agreement, (b) was lawfully known by the receiving Party prior to disclosure, or (c) is independently developed without reference to Confidential Information. Each Party shall limit disclosure to those employees, contractors or advisors with a need to know and shall ensure they are bound by confidentiality obligations no less protective than those herein. Remedies for breach include injunctive relief and damages.

6. Intellectual Property

Unless otherwise agreed in a Statement of Work, Contractor hereby assigns to Client all right, title and interest in and to any Work Product created specifically for Client under this Agreement and, to the extent assignment is not effective, Contractor grants Client an exclusive, irrevocable, worldwide, perpetual license to use such Work Product. Contractor retains ownership of its pre-existing intellectual property and tools; Contractor grants Client a non-exclusive license to any pre-existing materials incorporated only to the extent necessary to use the Work Product.

7. Independent Contractor; Taxes

Contractor is an independent contractor and not an employee, agent or partner of Client. Contractor is responsible for all employment, income and other taxes, withholdings and benefits for its personnel. Contractor shall not represent itself as an agent of Client or bind Client in any manner.

8. Representations; Warranties

Each Party represents that it has full power and authority to enter into this Agreement and perform its obligations. Contractor represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth herein, neither Party makes any other warranty, and all implied warranties are disclaimed to the fullest extent permitted by law.

9. Indemnification

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Contractor's gross negligence, willful misconduct, or breach of intellectual property representations. Client shall indemnify Contractor for claims arising from Client's misuse of the Work Product or Client-provided materials. The indemnifying Party shall control the defense and settlement of any claim, provided that the other Party may participate with counsel of its choosing at its own expense.

10. Insurance

Contractor shall maintain commercial general liability and professional liability insurance with limits customary for the industry. Upon request, Contractor will furnish certificates of insurance evidencing such coverage. Failure to maintain required insurance is a material breach.

11. Limitation of Liability

Except for liability arising from a Party's gross negligence, willful misconduct or breach of confidentiality or indemnity obligations, neither Party shall be liable to the other for indirect, incidental, consequential, special or punitive damages. Each Party's aggregate liability for claims arising under this Agreement shall be limited to the total fees paid or payable by Client to Contractor under the applicable Statement of Work in the twelve (12) months preceding the claim.

12. Compliance with Laws

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations. Contractor shall obtain and maintain all permits, licenses and approvals required to provide the Services.

13. Notices

All notices required or permitted hereunder shall be in writing and delivered by hand, nationally recognized overnight carrier, or certified mail, return receipt requested, to the address of the receiving Party set forth below or such other address as a Party may designate by notice in accordance with this Section.

14. Amendments; Waiver

No amendment, modification or waiver of this Agreement shall be effective unless in writing and signed by 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.

15. Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. The Parties agree that electronic signatures and transmission of executed counterparts by electronic means shall have the same effect as original signatures.

16. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties below without regard to its conflicts of law principles. This Agreement, together with all Statements of Work and exhibits hereto, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Miscellaneous Provisions

All headings are for convenience only and shall not affect interpretation. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity. The Parties shall cooperate to execute additional documents reasonably necessary to effectuate the transactions contemplated herein.

Acknowledgments

Each individual signing below certifies that they are duly authorized to execute this Agreement on behalf of the Party for whom they sign and that their execution and delivery of this Agreement are binding obligations of such Party.

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