Legal Scope Agreement

LEGAL SCOPE AGREEMENT

This Legal Scope Agreement ("Agreement") is made and entered into as of by and between Client Name: and Service Provider Name: . Each of Client and Service Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to obtain certain professional services and deliverables from Provider as set forth herein; and

WHEREAS, Provider has represented that it possesses the necessary expertise, personnel, and resources to perform such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth the scope, schedule, compensation, and other terms governing the provision of such services.

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

1. DEFINITIONS

1.1 "Services" means the professional services to be performed by Provider as described in Section 2. "Deliverables" means the tangible work product delivered to Client pursuant to this Agreement.

2. SCOPE OF WORK

2.1 Provider shall perform the Services described below in accordance with the specifications, schedule, and acceptance criteria set forth in this Agreement.

3. SCHEDULE

3.1 Commencement. Provider shall commence Services on or before , unless otherwise mutually agreed in writing.

3.2 Milestones and Completion. Time is of the essence with respect to any schedule set forth in an attached statement of work or agreed milestones. Provider shall notify Client in writing of any anticipated delay and shall use commercially reasonable efforts to mitigate the impact of any such delay.

4. FEES AND PAYMENT

4.1 Fees. In consideration for the Services and Deliverables, Client shall pay Provider the fees set forth below in accordance with this Section.

5. ACCEPTANCE

5.1 Acceptance Procedure. Upon delivery of each Deliverable, Client shall have a period of days to inspect and notify Provider of any nonconformity. Absent timely notice, the Deliverable shall be deemed accepted.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided in this Agreement, Provider retains all right, title and interest in and to Provider's preexisting intellectual property, tools, methodologies, and know-how. To the extent Provider creates any Deliverable specifically for Client under this Agreement and Client has paid all amounts due, Provider hereby assigns to Client all right, title and interest in such Deliverable, excluding Provider's preexisting materials.

6.2 License to Preexisting Materials. To the extent any preexisting Provider materials are incorporated into a Deliverable, Provider grants Client a non-exclusive, worldwide, royalty-free license to use such preexisting materials solely as incorporated in the Deliverable for Client's internal business purposes.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Obligations. Each Party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted herein.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations. Provider further represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

9. INDEMNIFICATION

9.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Provider's gross negligence, willful misconduct, or material breach of Provider's representations and warranties in Section 8.

10. LIMITATION OF LIABILITY

10.1 Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, in no event shall either Party's aggregate liability under this Agreement exceed the total fees paid by Client to Provider under this Agreement.

11. INSURANCE

11.1 Provider shall maintain insurance coverage appropriate to the Services performed, including commercial general liability and professional liability insurance, in commercially reasonable amounts.

12. TERMINATION

12.1 Term. This Agreement shall continue in effect until completion of the Services unless earlier terminated in accordance with this Section.

12.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

12.3 Termination for Cause. Either Party may terminate immediately if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

13. NOTICES

13.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below or to such other address as either Party designates in writing.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties.

14.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties. The Parties agree that the courts of such jurisdiction shall have exclusive jurisdiction to resolve disputes arising hereunder.

15.2 Entire Agreement. This Agreement, together with any statement of work or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior discussions, agreements, and understandings.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

ADDITIONAL PROVISIONS

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