Legal NS Form 2

Legal NS Form 2

This Agreement is made and entered into as of Effective Date: by and between Client Name: (hereinafter "Client"), and Service Provider Name: (hereinafter "Provider"). Each of Client and Provider is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client requires certain professional services relating to the scope described below and has selected Provider to perform such services under the terms and conditions set forth herein; and

WHEREAS, Provider represents that it possesses the expertise, qualifications and personnel necessary to perform the services and is willing to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations in writing.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the tasks and deliverables to be provided by Provider as described in Section 2 and in any Statement of Work executed under this Agreement. 1.2 "Confidential Information" means all non-public information disclosed by a Party that is marked confidential or by its nature should reasonably be considered confidential, including business, technical and financial information, prototypes, specifications, trade secrets, and client data.

2. SERVICES

2.1 Provider shall perform the Services described below in a professional and workmanlike manner in accordance with industry standards.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days after written notice specifying the breach. 3.3 Effect of Termination. On termination, Provider shall deliver completed work and Client shall pay for Services performed through the effective date of termination and any reasonable wind-down costs incurred by Provider.

4. COMPENSATION

4.1 Fees. Client shall pay Provider fees in accordance with the schedule below.

4.2 Payment Terms. Except as otherwise stated, invoices are due within Payment Days: days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each Party shall keep Confidential Information in strict confidence, shall not use it except to perform its obligations under this Agreement, and shall restrict disclosure to its employees and contractors on a need-to-know basis under obligations of confidentiality no less protective than those contained herein.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully known to the receiving Party prior to disclosure; (c) is lawfully obtained from a third party; or (d) is independently developed without use of the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth below, each Party retains ownership of its pre-existing intellectual property. Provider grants to Client a non-exclusive, perpetual, worldwide license to use deliverables delivered and paid for under this Agreement solely for Client's internal business purposes, unless otherwise agreed in a Statement of Work.

6.2 Third-Party Materials. Provider shall identify any third-party materials included in deliverables and shall obtain any required licenses necessary for Client's permitted use. Provider will pass through to Client the benefit of any commercially reasonable third-party licenses.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with prevailing industry standards and that any deliverables will materially conform to the specifications set forth in the applicable Statement of Work for a period of ninety (90) days following delivery. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the non-conforming Services or, if Provider cannot cure within a reasonable time, a refund of fees paid for the non-conforming portion.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence, willful misconduct, or material breach of its representations and warranties, including claims of infringement to the extent caused by Provider's deliverables.

8.2 Notice; Defense. A Party seeking indemnification shall give prompt written notice of a claim, and the indemnifying Party shall have the right to assume control of the defense and settlement of such claim, provided that the indemnifying Party may not settle any claim that admits fault of the indemnitee or imposes obligations on the indemnitee without the indemnitee's prior written consent.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. NOTICES

10.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party designates by notice.

11. AMENDMENTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

12. WAIVER

The failure of either Party to exercise any right or remedy under this Agreement shall not constitute a waiver of that or any other right or remedy. Any waiver must be in writing and signed by the Party granting the waiver.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, including all exhibits and any Statements of Work referenced herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

16. COUNTERPARTS

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 deemed effective for all purposes.

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