Legal NS Form 1

LEGAL NS FORM 1

This Legal NS Form 1 (the Agreement) is made and entered into as of Effective Date: by and between Client Name: with principal place of business at (hereafter "Client"), and Service Provider Name: with principal place of business at (hereafter "Provider"). Each of Client and Provider is a Party and together the Parties.

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services described herein and to receive confidential information to evaluate, develop and execute the scope of services; and

WHEREAS, Provider possesses capabilities and expertise to provide the services set forth in Section 2 and is willing to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to define their rights and obligations regarding Confidential Information, ownership, and the provision of services.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether disclosed orally, visually, in writing or by electronic means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, customer lists, pricing, trade secrets, designs, specifications, and the terms of this Agreement.

2. SCOPE OF SERVICES

Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Provider shall provide personnel, equipment and materials necessary for performance unless otherwise agreed in writing.

3. CONFIDENTIALITY OBLIGATIONS

3.1 The Receiving Party shall (a) use Confidential Information solely for the purposes permitted under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

3.2 The confidentiality obligations shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and reasonably cooperates in any effort to limit disclosure or obtain confidential treatment.

4. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues for an initial period of months, unless earlier terminated in accordance with this Section. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure within days after written notice.

5. FEES AND PAYMENT

Fees are due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Taxes, if any, shall be borne by the Client.

6. INTELLECTUAL PROPERTY; LICENSES

Except as expressly set forth herein, each Party retains all right, title and interest in and to its pre-existing intellectual property. Provider hereby grants Client a non-exclusive, non-transferable, royalty-free license to use Deliverables solely for Client's internal business purposes. Any underlying Provider tools, methodologies and general know-how remain Provider's sole property.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, damages and expenses arising out of the indemnifying Party's breach of this Agreement, negligence, willful misconduct or violation of applicable law, provided the indemnified Party gives prompt written notice and reasonable cooperation in the defense.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

10. NOTICES

All notices shall be in writing and deemed given upon delivery by personal service, confirmed delivery by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, certified or registered, postage prepaid, to the addresses set forth above or as otherwise designated in writing.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a writing signed by both Parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the Parties. The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state and federal courts located in the selected state, and each Party consents to personal jurisdiction therein.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid one achieving the original intent as closely as possible.

14. ATTORNEYS' FEES

The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs in addition to any other relief awarded.

15. ADDITIONAL PROVISIONS

The Parties acknowledge that monetary damages may be inadequate for breach of confidentiality and agree that injunctive relief shall be available in addition to any other remedies at law or equity.

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