Legal OTSC Agreement

LEGAL OTSC AGREEMENT

This Legal OTSC Agreement ("Agreement") is made and entered into as of , by and between Client Name: with principal address at (hereinafter "Client"), and Contractor Name: with principal address at (hereinafter "Contractor").

RECITALS

WHEREAS, Contractor represents that Contractor has the professional capability, experience and personnel necessary to perform the one-time services described below; and

WHEREAS, Client desires to engage Contractor on a one-time basis to perform the services described in this Agreement and Contractor is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to such services in a written agreement.

NOW, THEREFORE, in consideration of the mutual covenants 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 "Services" means the one-time tasks, deliverables and obligations to be performed by Contractor as described in Section 2 and in the Scope of Work attached hereto. Where used in this Agreement, terms not otherwise defined shall have the meanings customarily ascribed to them in commercial service agreements.

2. SCOPE OF SERVICES

2.1 Contractor shall perform the Services described below in a professional and workmanlike manner consistent with industry standards. The specific description of the Services to be provided for this one-time engagement is:

2.2 Contractor shall furnish all labor, materials, equipment and supervision necessary to complete the Services, except as expressly stated otherwise in this Agreement.

3. TERM; SCHEDULE

3.1 The Services shall commence on and shall be completed no later than , unless earlier terminated in accordance with Section 11.

3.2 Time is of the essence with respect to completion milestones expressly stated in writing. Contractor shall notify Client promptly of any delay and propose corrective action to recover schedule.

4. COMPENSATION AND PAYMENT

4.1 Client shall pay Contractor a total fixed fee of $ (the "Contract Price") for completion of the Services described herein, subject to adjustments only as provided in Section 5.

4.2 Invoices shall be submitted by Contractor in accordance with the schedule above. Client shall pay each undisputed invoice within calendar days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5. CHANGE ORDERS

5.1 Any material change to the Services, Contract Price or schedule shall be documented by a written change order signed by authorized representatives of both parties. Contractor shall not be obligated to perform changed work without such a signed change order; however, Contractor may, at its option, commence work upon Client's written direction subject to subsequent execution of a change order, in which case Contractor's reasonable costs and schedule impacts shall be compensable.

6. CONFIDENTIALITY

6.1 Each party shall treat as confidential all non-public information disclosed by the other party that is designated confidential or which should reasonably be understood as confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is (i) already known to the receiving party without restriction on use or disclosure, (ii) or becomes generally known to the public through no fault of the receiving party, (iii) or is rightfully received from a third party without restriction, or (iv) independently developed without use of the disclosing party's Confidential Information.

6.2 The receiving party shall use Confidential Information only for performance of this Agreement and shall not disclose it to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

7. OWNERSHIP AND INTELLECTUAL PROPERTY

7.1 Unless otherwise agreed in writing, upon final payment in full Client shall own all Deliverables prepared specifically for Client under this Agreement. Contractor retains ownership of Contractor's preexisting materials, tools, templates, methodologies, know-how and general skills embodied in Deliverables, but grants Client a perpetual, royalty-free, nonexclusive license to use such preexisting materials only to the extent embedded in the Deliverables.

8. REPRESENTATIONS AND WARRANTIES

8.1 Contractor represents and warrants that (a) Contractor has the full right, power and authority to enter into and perform this Agreement; (b) the Services will be performed in a professional manner consistent with industry standards; and (c) the Deliverables will not knowingly infringe the intellectual property rights of any third party. EXCEPT AS SET FORTH IN THIS SECTION, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION

9.1 Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts, willful misconduct or material breach of the representations set forth in Section 8, provided that Client gives Contractor prompt written notice of any claim and reasonable cooperation in the defense.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF CONTRACTOR ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

11. TERMINATION

11.1 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. In the event of termination for any reason, Client shall pay Contractor for Services performed up to the effective date of termination and for any non-cancellable commitments incurred by Contractor for the performance of the Services.

12. NOTICES

12.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify in writing. Notice shall be effective upon personal delivery, upon confirmed receipt by overnight courier, or three (3) days after deposit in certified mail, return receipt requested.

13. AMENDMENTS; WAIVER

13.1 No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party to exercise any right, power or privilege will operate as a waiver thereof.

14. GOVERNING LAW

14.1 This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below, without regard to its conflicts of law principles.

15. ENTIRE AGREEMENT

15.1 This Agreement, together with any written change orders signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

16. SEVERABILITY

16.1 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall attempt in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the parties' original intent.

17. COUNTERPARTS; AUTHORITY

17.1 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. The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties.

18. MISCELLANEOUS

18.1 The headings in this Agreement are for convenience only and shall not affect its interpretation. All obligations which by their nature are intended to survive termination or expiration of this Agreement shall so survive.

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