Legal Order Agreement

LEGAL ORDER AGREEMENT

This Legal Order Agreement (the Agreement) is entered into as of by and between Client Name: located at and Supplier Name: located at .

RECITALS

WHEREAS, Client requires certain goods and/or services described herein and wishes to purchase such goods and/or services from Supplier under the terms of this Agreement; and

WHEREAS, Supplier represents that it has the necessary experience, personnel, equipment and authority to furnish the goods and/or services described in Orders issued under this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions that will govern the placement, acceptance and fulfillment of orders for such goods and/or services.

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

1. DEFINITIONS

1.1 "Order" means any written purchase order, work order, statement of work or similar instrument issued by Client and accepted by Supplier under this Agreement that references this Agreement.

1.2 "Deliverables" means the goods, services, reports, documentation and other items to be supplied by Supplier as set forth in an Order.

2. ORDERING AND ACCEPTANCE

2.1 Orders shall be issued in writing and shall specify the Deliverables, quantity, price, delivery schedule and any other material terms. Client may issue Orders by purchase order number: .

2.2 Supplier shall accept an Order by written confirmation, commencement of performance, or delivery of the Deliverables. Acceptance of an Order creates a binding contract governed by the terms of this Agreement. Any additional or conflicting terms proposed by Supplier are expressly rejected unless agreed to in a written amendment signed by both parties.

3. SCOPE OF WORK

4. PRICE, INVOICING AND PAYMENT

4.1 The price for the Deliverables shall be as set forth in the applicable Order. Unless otherwise specified, amounts are stated in U.S. dollars and are exclusive of taxes. Total Price:

4.2 Supplier shall submit invoices in accordance with the invoicing instructions contained in the Order or as set forth below. Client shall pay undisputed invoices within days of receipt. Disputes must be raised within 15 days of invoice receipt.

5. DELIVERY, ACCEPTANCE AND RISK OF LOSS

5.1 Delivery shall be made to the delivery address specified in the Order. Delivery address for notices and deliveries:

5.2 Risk of loss shall pass to Client upon delivery and Supplier shall bear responsibility for damage or loss until such delivery. Client shall have a reasonable period, not to exceed days, to inspect and accept or reject the Deliverables. Rejected Deliverables shall be remedied or replaced by Supplier at Supplier's expense.

6. WARRANTIES

Supplier warrants that all Deliverables will conform to the specifications set forth in the Order, will be free from defects in workmanship and materials for a period of months following acceptance, and will not infringe third-party intellectual property rights. Supplier's sole obligation and Client's exclusive remedy for breach of warranty will be repair or replacement, at Supplier's option, or refund of amounts paid for the defective Deliverable.

7. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with the Orders ("Confidential Information") and shall not disclose such information except to employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that is or becomes public other than through a breach of this Agreement.

8. INDEMNIFICATION

Supplier shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by Supplier's negligence, willful misconduct, or breach of this Agreement, including claims of infringement of third-party intellectual property rights arising from Supplier's performance.

9. LIMITATION OF LIABILITY

Except for liability arising from fraud, willful misconduct, gross negligence, or Supplier's indemnification obligations, neither party shall be liable to the other for incidental, special, consequential or punitive damages. The aggregate liability of each party for claims arising under this Agreement shall not exceed the total amounts paid by Client to Supplier under the affected Order.

10. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, embargoes, strikes, or government orders. The affected party shall provide prompt notice and shall use commercially reasonable efforts to resume performance.

11. TERMINATION

Either party may terminate this Agreement or any Order for material breach by the other party if the breach is not cured within thirty (30) days after written notice. Client may terminate an Order for convenience upon written notice to Supplier, in which case Supplier shall be entitled to payment for Deliverables satisfactorily performed through the effective date of termination and reasonable costs incurred in winding down performance.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery, and shall be deemed given upon receipt.

13. AMENDMENT; WAIVER; ASSIGNMENT

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver by either party of any breach shall constitute a waiver of any subsequent breach. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

14. GOVERNING LAW; JURISDICTION

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 resolution of any disputes arising under this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with all Orders and any written amendments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral. If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. 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.

16. REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing on its behalf is duly authorized to bind such party.

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