Legal Scope Document

LEGAL SCOPE DOCUMENT

This Legal Scope Document ("Agreement") is entered into as of Effective Date: , by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain professional services, deliverables and related work product described herein; and

WHEREAS, Service Provider represents that it has the qualifications, personnel, and resources necessary to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, schedule, compensation, and other terms governing their relationship.

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

1. SCOPE OF SERVICES

1.1 Description of Services. Service Provider shall provide the services and tasks described in the Scope of Work below and any attachments incorporated by reference. The Scope of Work shall include detailed tasks, deliverables, milestones and acceptance criteria.

1.2 Deliverables; Acceptance. Service Provider shall deliver the deliverables in accordance with the schedule set forth below. Client shall have a period of calendar days after receipt to review and either accept or reject deliverables in writing based on the acceptance criteria described in the Scope of Work. If Client rejects in whole or in part, Service Provider shall, at no additional fee, promptly correct nonconforming work and resubmit for acceptance.

1.3 Change Orders. Any change to the Scope of Work, schedule, or fees shall be documented in a written change order executed by authorized representatives of both parties. Service Provider shall not proceed with changes until a change order is executed. If a change materially impacts cost or schedule, the parties shall negotiate a good faith equitable adjustment.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement commences on Start Date: and continues until completion of the services or End Date: , unless earlier terminated in accordance with this Agreement.

2.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice. Upon termination for convenience, Client shall pay for Services performed and accepted through the effective date of termination and for reasonable close-out costs.

2.3 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth in the pricing schedule. Total estimated fee: $ .

3.2 Late Payments. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting past-due amounts.

4. CONFIDENTIALITY

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

4.2 Obligations. Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

4.3 Exceptions. Confidential Information does not include information that is or becomes generally available to the public other than through a breach of this Agreement, was known to receiving party prior to disclosure, or is rightfully received from a third party without restriction.

5. INTELLECTUAL PROPERTY

5.1 Work Product. Except as otherwise provided in the Scope of Work, all tangible work product and deliverables specifically prepared for Client under this Agreement (collectively, "Work Product") shall be the exclusive property of Client upon payment in full. Service Provider hereby assigns to Client all right, title and interest in and to such Work Product.

5.2 Pre-Existing Materials. Service Provider retains ownership of its pre-existing materials, know-how and tools. To the extent Service Provider incorporates pre-existing materials into deliverables, Service Provider grants Client a nonexclusive, worldwide, perpetual, royalty-free license to use such materials as incorporated into the Work Product.

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

6.1 Mutual Representations. Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

6.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. The warranty period for corrected or re-performed services shall be days following acceptance.

6.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

7.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

8. INDEMNIFICATION

8.1 Contractor Indemnity. Service Provider shall indemnify, defend and hold Client harmless from and against any third-party claims arising from Service Provider's negligent acts, willful misconduct, or material breach of its representations, subject to Client's compliance with its obligations and cooperation in defense of such claims.

8.2 Procedure. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement, provided that no settlement admitting liability or imposing obligations on the indemnified party shall be entered without the indemnified party's prior written consent.

9. INSURANCE

Service Provider shall maintain insurance coverage customary for its industry, including commercial general liability and professional liability in amounts reasonably sufficient for the services performed. Evidence of insurance shall be provided upon Client's request.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party designates by notice. Notices shall be effective upon delivery when delivered personally, by certified mail, or by nationally recognized overnight courier.

11. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved, the parties agree to submit disputes to mediation prior to initiating litigation, provided that either party may seek injunctive relief where necessary to protect rights.

12. MISCELLANEOUS

12.1 Entire Agreement. This Agreement, including any Scope of Work and change orders executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications.

12.2 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The waiver of any breach shall not operate as a waiver of any other breach.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

12.4 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. Electronic signatures shall be treated as original signatures.

AUTHORIZATION

Each party represents and warrants that the person signing below is an authorized representative with full power and authority to bind the party to the terms of this Agreement.

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