Legal Order Proposal

LEGAL ORDER PROPOSAL

This Legal Order Proposal (the Proposal) is entered into as of Effective Date: by and between Client Name: with Principal Address: and Supplier Name: with Principal Address: .

RECITALS

WHEREAS, Client desires to procure the goods and/or services described in this Proposal and Supplier represents that it is able and willing to provide such goods and/or services on the terms set forth herein; and

WHEREAS, the parties intend that this Proposal establish the material terms, conditions and pricing for the proposed order, including any schedules or exhibits incorporated by reference; and

WHEREAS, the parties anticipate entering into an order confirmation or purchase order that incorporates this Proposal by reference as the binding statement of work and contractual terms.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 Capitalized terms used in this Proposal shall have the meanings set forth in this Section unless otherwise defined elsewhere in this Proposal. "Deliverables" means the tangible and intangible items to be delivered by Supplier as described in Section 2. "Acceptance" means the procedure for Client to confirm that Deliverables conform to the requirements set forth in this Proposal.

2. SCOPE OF ORDER; DELIVERABLES

2.1 Supplier shall provide the Deliverables and perform the services described in Exhibit A (Statement of Work) attached hereto and incorporated by reference. Supplier will perform all services in a professional and workmanlike manner consistent with industry standards.

3. TERM AND SCHEDULE

3.1 The term of this Proposal begins on Start Date: and shall continue until Completion Date: unless earlier terminated in accordance with Section 10.

3.2 Time is of the essence for any milestone dates expressly identified in Exhibit A. Supplier shall notify Client promptly of any anticipated delays and propose a mitigation plan.

4. PRICING AND PAYMENT

4.1 Client shall pay Supplier for the Deliverables the amounts set forth in Exhibit B (Pricing). All amounts are stated in the currency set forth in Exhibit B and are exclusive of taxes unless otherwise specified.

4.2 Invoices shall be submitted to the billing address for Client provided in Section 11. Unless otherwise agreed in Exhibit B, Client shall pay undisputed invoices within days of receipt. Disputed amounts shall be reasonably resolved and the undisputed portion paid in accordance with this Section.

5. COMPLIANCE WITH LAWS; PERMITS

5.1 Each party shall comply with all applicable federal, state, and local laws, rules and regulations in performing its obligations hereunder. Supplier shall obtain and maintain all licenses, permits and approvals required to perform the Deliverables and shall provide copies upon Client's reasonable request.

6. CONFIDENTIALITY

6.1 Each party acknowledges that the other party may disclose Confidential Information. "Confidential Information" means information that is designated as confidential or which a reasonable person would understand to be confidential. The receiving party shall (a) not use Confidential Information except as necessary to perform its obligations hereunder; and (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

6.2 The obligations in this Section shall not apply to information that is or becomes publicly known without breach, rightfully received from a third party, or independently developed.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has full power and authority to enter into this Proposal and that the execution and performance hereof will not violate any agreement to which it is a party.

7.2 Supplier represents and warrants that (a) the Deliverables will materially conform to the specifications in Exhibit A at Acceptance; and (b) the Deliverables will not infringe the intellectual property rights of any third party.

8. INDEMNIFICATION

8.1 Supplier shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of Supplier’s breach of this Proposal, negligence, willful misconduct or Supplier's infringement of third-party intellectual property rights in connection with the Deliverables.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from gross negligence, willful misconduct, indemnification obligations, or Supplier's infringement of third-party intellectual property rights, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Proposal shall not exceed the total amounts paid or payable by Client to Supplier under the applicable Order during the twelve (12) month period preceding the event giving rise to the claim.

10. TERMINATION

10.1 Either party may terminate this Proposal upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

10.2 Client may terminate for convenience upon thirty (30) days' written notice to Supplier, in which event Client shall pay Supplier for Deliverables performed and reasonable, documented costs incurred prior to termination.

11. NOTICES

11.1 All notices required or permitted under this Proposal shall be in writing and shall be delivered to the addresses below by certified mail, nationally recognized overnight courier, or email with confirmation of receipt.

12. AMENDMENT; WAIVER

12.1 No amendment, modification or waiver of any provision of this Proposal 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.

13. GOVERNING LAW; DISPUTE RESOLUTION

13.1 This Proposal shall be governed by and construed in accordance with the laws of the jurisdiction selected below without giving effect to choice-of-law principles that would result in the application of the laws of another jurisdiction.

13.2 The parties shall attempt in good faith to resolve disputes promptly by negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties shall submit the dispute to mediation. If mediation fails, either party may pursue litigation in the courts of the jurisdiction identified above, unless the parties elect binding arbitration by checking the box below.

Elect binding arbitration in lieu of litigation

14. ENTIRE AGREEMENT

14.1 This Proposal, including all Exhibits and attachments identified herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

15. SEVERABILITY

15.1 If any provision of this Proposal is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the extent permitted by law.

16. COUNTERPARTS; ELECTRONIC EXECUTION

16.1 This Proposal 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 treated as original signatures for all purposes.

EXHIBITS AND ATTACHMENTS

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