Legal Milestone Contract

LEGAL MILESTONE CONTRACT

This Legal Milestone Contract (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , an entity organized as: Corporation LLC Individual with primary address (hereinafter "Client"), and Contractor Name: , an entity organized as: Corporation LLC Individual with primary address (hereinafter "Contractor").

RECITALS

WHEREAS, Client desires to retain Contractor to perform certain services and deliverables described as Project Description: ; and

WHEREAS, Contractor has represented that it possesses the qualifications, experience, and ability to perform the services and achieve the milestones set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions governing the milestones, deliverables, acceptance procedures, payments and other responsibilities in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Milestone" means a discrete, measurable deliverable or event described in Section 2 that, upon acceptance by Client, entitles Contractor to the associated payment.

1.2 "Acceptance" means the written confirmation by Client (in accordance with Section 4) that a Milestone has been completed in accordance with the Acceptance Criteria.

2. MILESTONES AND DELIVERABLES

The parties agree that the work will be performed and paid by reference to the Milestones set forth below. Each Milestone shall include a title, a detailed description, a due date, and a payment amount.

Due Date:    Payment Amount: $

Due Date:    Payment Amount: $

Due Date:    Payment Amount: $

3. PAYMENT TERMS

3.1 Client shall pay Contractor the amounts specified for each accepted Milestone within Payment Period (days): days after Client issues an invoice that corresponds to an accepted Milestone.

3.2 All payments due hereunder shall be made in United States dollars and without set-off, withholding or deduction, except as required by law. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

4. ACCEPTANCE; TESTING

4.1 Upon delivery of the deliverable for each Milestone, Client shall have Acceptance Period (days): days to inspect and either accept or reject the deliverable in writing. Failure to provide written rejection with a detailed statement of nonconformities within such period shall constitute acceptance.

4.2 Testing Procedures and acceptance criteria are as follows:

5. CHANGE ORDERS

5.1 Any change to the scope, Milestones, schedule, or price shall be effected only by a written Change Order signed by authorized representatives of both parties. Notice of proposed change shall be given in writing and the parties shall negotiate in good faith. Contractor shall not proceed with any change until the Change Order is executed.

5.2 Change Order Notice Time (days): days shall be used for review of proposed changes unless otherwise agreed in writing.

6. CONFIDENTIALITY

6.1 Each party shall keep confidential all information designated as confidential or that reasonably should be understood to be confidential. Confidential Information shall not include information that is publicly available, lawfully received from a third party, or independently developed.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations. Contractor warrants that deliverables will materially conform to the specifications set forth and will be free from material defects for Warranty Period (months): months from Acceptance.

8. LIMITATION OF LIABILITY

8.1 Except for liability resulting from gross negligence or willful misconduct, either party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall not exceed Liability Cap Amount: $.

9. TERMINATION

9.1 Either party may terminate this Agreement upon material breach by the other party that remains uncured after Cure Period (days): days' written notice specifying the breach.

9.2 Upon termination for convenience by Client, Client shall pay Contractor for all accepted Milestones and for reasonable, documented work in progress as of the effective date of termination. Termination Fee (if any): $.

10. NOTICES

10.1 All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses below or to such other addresses as the parties may designate in writing.

11. GOVERNING LAW; DISPUTE RESOLUTION

11.1 This Agreement shall be governed by and construed in accordance with the laws of Governing State: , without regard to conflict of laws principles.

11.2 The parties shall attempt in good faith to resolve disputes by negotiation. If the parties cannot resolve a dispute within thirty (30) days of written notice, either party may pursue any available legal or equitable remedy.

12. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER; COUNTERPARTS

12.1 Entire Agreement. This Agreement, together with all schedules and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.2 Amendment. Any amendment to this Agreement must be in writing and executed by authorized representatives of both parties.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.4 Waiver. No waiver of any breach shall be effective unless in writing and signed by the party waiving the breach. A waiver of one breach shall not constitute a waiver of any other breach.

12.5 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.

13. MISCELLANEOUS

13.1 Independent Contractor. Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employment, agency, partnership or joint venture relationship between the parties.

13.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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