Legal Movac Agreement

LEGAL MOVAC AGREEMENT

This Legal Movac Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: (Client), and Movac Provider Name: (Provider). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client requires the performance of Movac services as described in this Agreement and Provider represents that it has the expertise, personnel and equipment necessary to perform such services in accordance with the terms set forth herein;

WHEREAS, Provider agrees to provide Movac services to Client for the purposes and on the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights, duties and obligations with respect to the provision and receipt of such services.

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 "Movac Services" means the specific services to be provided by Provider as described in Section 2 and Exhibit A (if any), including but not limited to mobilization, transport, monitoring and demobilization, and related coordination activities.

2. SCOPE OF SERVICES

2.1 Provider shall perform Movac Services in a professional and workmanlike manner in accordance with industry standards and the schedules set forth herein. Provider shall supply all labor, materials, equipment and supervision necessary to perform the Services, except as expressly identified as Client's responsibility.

3. PERFORMANCE STANDARDS

3.1 Provider shall comply with all applicable laws, regulations and permits in performing the Services. Provider shall maintain personnel reasonably qualified and trained for the tasks assigned and shall be responsible for supervising its employees, subcontractors and agents.

4. FEES AND PAYMENT

4.1 Client shall pay Provider Fees as compensation for the Movac Services. Fees shall be calculated and invoiced as follows:

4.2 All amounts payable hereunder are exclusive of taxes. Client shall pay undisputed invoices within Payment Period (days): days from receipt of invoice.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and continue for Term Length: unless earlier terminated in accordance with this Section.

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party effective upon written notice if the breaching Party fails to cure the breach within Cure Period (days): days after receipt of written notice specifying the breach.

5.3 Effect of Termination. Upon termination, Client shall pay Provider for Services performed and reasonable costs incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

6. CONFIDENTIALITY

6.1 Each Party shall keep confidential and not disclose to any third party Confidential Information of the other Party, except as required by law or as necessary to perform the Services. "Confidential Information" includes all non-public information disclosed in connection with this Agreement.

6.2 The obligations in this Section shall continue for a period of three (3) years following termination or expiration of this Agreement, unless a different period is required by applicable law.

7. INTELLECTUAL PROPERTY

7.1 Unless otherwise agreed in writing, Client retains ownership of Client Materials provided to Provider. Provider shall retain ownership of Provider Materials and any preexisting intellectual property used in the performance of the Services. To the extent deliverables incorporate Provider Materials, Provider grants Client a nonexclusive, nontransferable license to use such Provider Materials solely for Client's internal use in connection with the Services.

8. WARRANTIES; REPRESENTATIONS

8.1 Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the Services will be performed in a professional manner consistent with industry standards.

8.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence or willful misconduct.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and shall be deemed given upon personal delivery, confirmed delivery by commercial courier, or three (3) days after deposit in the U.S. mail, postage prepaid, to the addresses set forth below or to such other address as either Party may designate by written notice.

12. GOVERNING LAW

12.1 This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflicts of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

13.1 Entire Agreement. This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to the subject matter hereof.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

13.3 Amendment; Waiver. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver of that right.

14. COUNTERPARTS

14.1 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 shall be binding.

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