Legal MEANS 7 Agreement

LEGAL MEANS 7 AGREEMENT

This Legal MEANS 7 Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , whose principal address is Address: (hereinafter "Client"), and Provider Name: , whose principal address is Address: (hereinafter "Provider"). The Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider has developed, maintains and licenses certain methodologies, software, documentation and professional services collectively referred to as "Legal MEANS 7" and possesses the expertise and resources to provide related services and deliverables; and

WHEREAS, Client desires to engage Provider to render services utilizing Legal MEANS 7 pursuant to the terms set forth herein, and Provider desires to provide such services on the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the provision, use, support and licensing of Legal MEANS 7 and any associated deliverables.

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

1. DEFINITIONS

1.1 "Services" means the professional services to be performed by Provider as described in Section 2 and the Scope of Services field below. 1.2 "Deliverables" means tangible items, reports, software deliverables and documentation created for Client under this Agreement. 1.3 "Confidential Information" means information disclosed by one Party to the other that is designated as confidential or that, by its nature, should reasonably be considered confidential, including trade secrets, source code, methodologies, pricing and client data.

2. SCOPE OF SERVICES

Provider shall provide the Services described below. The Services shall be performed in a professional and workmanlike manner consistent with industry standards. Any material changes to the Services or Deliverables shall be documented in a written amendment signed by the Parties.

3. TERM

This Agreement shall commence on the Effective Date and continue for an initial term of Term Length: unless earlier terminated in accordance with Section 11. Thereafter the Agreement shall renew automatically for successive renewal periods unless either Party provides written notice of non-renewal at least Notice Period: prior to the end of the then-current term.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth below in consideration for the Services and Deliverables. Fees are exclusive of applicable taxes, which shall be the responsibility of Client unless Client provides a valid exemption certificate.

5. CONFIDENTIALITY

Each Party agrees: (a) to hold Confidential Information of the other Party in strict confidence and to use it solely for the purposes of performing obligations under this Agreement; (b) to restrict disclosure to those employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) to take reasonable measures to protect such Confidential Information. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving Party, or that is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to Provider's pre-existing intellectual property, including the Legal MEANS 7 platform, methodologies, templates and software ("Provider IP"). Subject to payment in full of all fees due, Provider grants Client a limited, non-exclusive, non-transferable license to use the Deliverables and Provider IP solely for Client's internal business purposes. Any new intellectual property created jointly by the Parties shall be owned in accordance with a written agreement executed by the Parties. Client shall not remove or alter any proprietary notices or markings on any Deliverable or Provider IP.

7. DATA PROTECTION

The Parties shall comply with applicable data protection laws in relation to personal data processed under this Agreement. Provider shall implement appropriate technical and organizational measures to protect Client data against unauthorized or unlawful processing, accidental loss, destruction or damage. If Provider processes personal data on behalf of Client, Provider shall process such data only on documented instructions from Client.

8. WARRANTIES; DISCLAIMER

Provider represents and warrants that it will perform Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. INDEMNIFICATION

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

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY) OR SECTION 9 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for a period of thirty (30) days after written notice. Either Party may terminate for insolvency, bankruptcy or cessation of business by the other Party. Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination. Termination shall not relieve either Party of obligations that, by their nature, survive termination.

12. NOTICES

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

13. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement will be effective unless it is in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any right hereunder shall not constitute a waiver of that right or any other rights.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of this Agreement.

16. ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and written amendments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that most closely effects the Parties' original intent.

18. COUNTERPARTS; EXECUTION

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. Signatures transmitted by electronic means (including facsimile or electronic image) shall be deemed originals for all purposes.

Sign Now