Legal Memorandum of Agreement

LEGAL MEMORANDUM OF AGREEMENT

This Legal Memorandum of Agreement ("Agreement") is made on this by and between Client Name: with principal address at , and Provider Name: with principal address at .

RECITALS

WHEREAS, Party One and Party Two desire to set forth the principal terms and conditions under which Party Two will provide services and deliverables to Party One pursuant to the terms described in this Memorandum; and

WHEREAS, the parties desire to reduce to writing the business understanding and allocate responsibilities, payment terms, and intellectual property rights so that each party may proceed with performance; and

WHEREAS, the parties intend that certain provisions set forth herein shall be binding and enforceable as set forth in this Agreement and that other terms may be preliminary subject to definitive agreements as expressly indicated in writing.

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

1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

"Effective Date" means the date set forth above as agreement_date.

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party in written, oral or electronic form that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF AGREEMENT

Party Two shall provide the services described below and deliver the deliverables specified to Party One in accordance with the schedules and milestones set forth in this Memorandum. The parties acknowledge that the detailed statement of work attached as an exhibit or described in writing and agreed by both parties shall form part of this Agreement when executed by both parties.

3. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any material obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. COMPENSATION AND PAYMENT

In consideration for the services and deliverables, Party One shall pay Party Two the amounts set forth below in accordance with the payment schedule agreed by the parties.

5. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of Confidential Information received from the other party and to use such Confidential Information solely for the purposes of performing obligations under this Agreement. The receiving party shall not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information shall not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was in the receiving party’s possession prior to receipt from the disclosing party as evidenced by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that performance will not violate any applicable law or contractual obligation, and that it will perform its obligations in a professional and workmanlike manner consistent with industry standards.

7. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights in the performance of this Agreement.

8. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability for any claim arising under or in connection with this Agreement shall not exceed the total amount paid by Party One to Party Two under this Agreement during the twelve (12) months preceding the claim.

9. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Party Two shall retain ownership of any pre-existing intellectual property and tools used in performing the services. Subject to payment in full, Party Two hereby assigns to Party One all right, title and interest in and to deliverables that are expressly designated as work-for-hire and created specifically for Party One; provided, that Party Two shall retain the right to use general know-how and non-confidential skills, techniques, and methodologies developed or used in performing the services.

10. COMPLIANCE WITH LAWS

Each party shall comply with all applicable federal, state and local laws, rules and regulations in performing its obligations under this Agreement, including without limitation data protection and export control laws. Each party shall obtain and maintain all licenses, permits and approvals necessary to perform its obligations.

11. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the parties at the addresses below or to such other address as a party may designate by notice to the other in accordance with this section.

12. 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. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law provisions.

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral, relating to such subject matter.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the parties' intent.

16. 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 and the same instrument. Signatures delivered electronically or by facsimile shall be effective as originals.

17. BINDING EFFECT

The parties acknowledge and agree that this Memorandum is intended to set forth terms reasonably sufficient to form a binding agreement between the parties with respect to the matters contained herein, except for any terms the parties have expressly identified in writing as non-binding.

The parties agree that this Memorandum is intended to be legally binding, except for provisions expressly designated as non-binding.

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