Legal MSC Agreement

MASTER SERVICES AND CONSULTING AGREEMENT

This Master Services and Consulting Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , with principal address , and Service Provider Name: , with principal address .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain consulting, professional and/or technical services as set forth in statements of work issued under this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform the services described herein and in any Statement of Work executed by the parties; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide such services.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Master Services and Consulting Agreement and all Statements of Work executed hereunder. "Statement of Work" or "SOW" means a written document signed by both parties that describes the Services, deliverables, schedule and Fees. "Confidential Information" has the meaning set forth in Section 6. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the applicable SOW.

2. SCOPE OF SERVICES

2.1 Provider shall perform the services described in each SOW in a professional and workmanlike manner consistent with industry standards. Each SOW shall specify the scope, deliverables, milestones and acceptance criteria.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and shall continue for an initial period of unless earlier terminated as provided herein. Thereafter the Agreement shall .

3.2 Termination for Convenience. Either party may terminate this Agreement or any SOW upon providing written notice at least days prior to the intended termination date.

3.3 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. COMPENSATION; INVOICING; EXPENSES

4.1 Fees. Client shall pay Provider the fees set forth in each SOW. Unless otherwise specified, fees are payable in U.S. dollars in accordance with Provider's invoices.

4.2 Expense Reimbursement. Client will reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Services, subject to Provider's submission of appropriate receipts.

5. CONFIDENTIALITY

5.1 Each party shall maintain the other's Confidential Information in strict confidence, shall not disclose it except to employees and contractors who have a need to know, and shall use the Confidential Information solely to perform obligations under this Agreement. Confidential Information shall not include information that is publicly known other than by breach of this Agreement.

5.2 The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of .

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise stated in an SOW, Provider shall retain ownership of Provider Background Technology and methodologies existing prior to performance of the Services. Client shall own all right, title and interest in Client Data and Deliverables created specifically for Client under an SOW upon full payment of all Fees.

6.2 License. Provider grants Client a non-exclusive, non-transferable license to use Provider Background Technology solely to the extent incorporated in Deliverables for Client's internal business purposes, subject to payment of all Fees.

7. WARRANTIES; DISCLAIMER

7.1 Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, Provider's sole obligation and Client's exclusive remedy shall be the re-performance of the defective Services at Provider's expense or, if Provider fails to re-perform, a refund of fees attributable to the deficient Services.

7.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider shall defend, indemnify and hold Client harmless from and against any third-party claims, liabilities, damages and reasonable costs (including attorneys' fees) arising from Provider's negligent performance of Services, wilful misconduct, or breach of its representations and warranties hereunder.

8.2 Client shall defend, indemnify and hold Provider harmless from and against any third-party claims, liabilities, damages and reasonable costs arising from Client's use of the Deliverables in violation of this Agreement or Client Data that infringes third-party rights.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

Provider shall maintain commercial general liability, professional liability/errors and omissions, and workers' compensation insurance with limits customary for Provider's industry. Upon reasonable request, Provider shall provide certificates of insurance evidencing such coverage.

11. COMPLIANCE WITH LAW

Each party shall comply with all applicable laws, rules and regulations in performing its obligations. Provider shall obtain and maintain any permits, licenses or approvals required to perform the Services.

12. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address designated by a party in writing.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

13.2 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 by electronic means shall be binding.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement, together with any executed SOWs, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations.

15.2 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

16.1 Independent Contractor. Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, partnership or joint venture relationship between the parties.

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