Legal SDIR WR Agreement

LEGAL SDIR WR AGREEMENT

This Legal SDIR WR Agreement (the "Agreement") is entered into as of by and between Client Name: , a Corporation Limited Liability Company Partnership with principal address: (hereinafter "Client"), and Provider Name: , a Corporation Limited Liability Company Partnership with principal address: (hereinafter "Provider").

RECITALS

WHEREAS, Provider maintains and operates a System Data Integration and Reporting platform (the "SDIR System") designed to receive, transform, validate and report data supplied by Client in connection with business processes; and

WHEREAS, Client desires to submit formal written Work Requests ("WR" or "Work Request") to Provider for certain development, integration, configuration, reporting or maintenance activities on the SDIR System under the terms set forth in this Agreement; and

WHEREAS, Provider is willing to perform such Work Requests pursuant to the procedures, fees and contractual terms established in this Agreement.

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

1. DEFINITIONS

1.1 "Work Request" or "WR" means a written request submitted by Client in the form set forth in Section 3 that describes the scope, deliverables, acceptance criteria, schedule and fees for a discrete task, change, enhancement or service to be performed by Provider on the SDIR System.

1.2 "Deliverables" means the tangible and intangible outputs identified in an accepted Work Request, including code, configuration, documentation and reports.

2. SCOPE OF WORK

Provider shall perform the services and deliver the Deliverables described in each Work Request accepted pursuant to Section 3. Provider's obligations are limited to the scope, schedule and fees expressly set forth in an accepted Work Request. Provider shall use commercially reasonable efforts and qualified personnel to perform each accepted Work Request in accordance with industry standards.

3. WORK REQUEST PROCEDURE

3.1 Submission. Client shall initiate each Work Request by completing a written Work Request Form and submitting it to Provider's authorized representative. Each Work Request Form shall include a description of the requested services, objectives, acceptance criteria, estimated hours, proposed schedule and any dependencies.

3.2 Acceptance or Rejection. Provider shall review each submitted Work Request and respond in writing within business days to accept, propose modifications to, or reject the Work Request. Provider's failure to respond in the stated period shall not be deemed acceptance.

3.3 Execution. Upon acceptance by Provider, the Work Request shall be deemed an Order under this Agreement and Provider shall perform the Work Request in accordance with the terms and schedule specified therein.

4. CHANGE ORDERS

Changes to an accepted Work Request shall be processed only by written Change Order signed by authorized representatives of both parties. Any Change Order that materially affects price or schedule shall require mutual written agreement prior to Provider's performance of the changed work.

5. FEES, INVOICING AND PAYMENT

5.1 Fees. Client shall pay Provider the fees specified in each accepted Work Request. Unless otherwise stated in an accepted Work Request, fees shall be calculated on a time-and-materials basis at Provider's then-current rates.

5.2 Invoicing and Payment Terms. Provider shall invoice Client in accordance with accepted Work Requests. Invoices are due and payable within days of receipt. Late payments shall accrue interest at per month or the maximum lawful rate, whichever is less.

6. CONFIDENTIALITY

6.1 Each party (a "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that by its nature should reasonably be considered confidential ("Confidential Information"). Confidential Information includes, without limitation, business plans, technical designs, software, data schemas, mapping rules and personally identifiable information.

6.2 The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, subcontractors or affiliates who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

6.3 The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

7. DATA SECURITY AND PRIVACY

7.1 Provider shall implement and maintain administrative, technical and physical safeguards to protect Client Data against unauthorized access, use, alteration or disclosure, consistent with industry standards and applicable law.

7.2 In the event of any unauthorized access to or disclosure of Client Data, Provider shall notify Client without unreasonable delay and in any event within hours after discovery, and shall cooperate with Client in remediation and required notifications.

8. INTELLECTUAL PROPERTY

8.1 Client retains all right, title and interest in and to Client Data. Provider retains all right, title and interest in and to Provider's pre-existing materials, tools, methodologies and the SDIR System, excluding any Client Data or Client-specific customizations assigned to Client pursuant to an accepted Work Request.

8.2 Unless otherwise specified in a Work Request, Provider grants to Client a non-exclusive, non-transferable, royalty-free license to use Deliverables delivered as part of a Work Request for Client's internal business operations.

9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

9.1 Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

9.2 Provider warrants that services performed under an accepted Work Request will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

10. INDEMNIFICATION

10.1 Provider shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, damages and reasonable costs (including attorneys' fees) arising out of Provider's breach of its confidentiality obligations or Provider's gross negligence or willful misconduct in performing services under an accepted Work Request.

10.2 Client shall indemnify, defend and hold harmless Provider from and against any third-party claims, liabilities, damages and reasonable costs arising out of Client Data that infringes a third party's intellectual property rights or Client's breach of this Agreement.

11. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, breaches of confidentiality, or indemnification obligations, neither party shall be liable for indirect, incidental, consequential, special or punitive damages. Except for liability resulting from breaches of Sections 6 or 7 or indemnity obligations, each party's aggregate liability for any and all claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under the applicable accepted Work Request giving rise to the claim.

12. TERM AND TERMINATION

12.1 Term. This Agreement shall commence on the Effective Date and continue until terminated as set forth in this Section.

12.2 Termination for Convenience. Either party may terminate this Agreement upon days' prior written notice to the other party. Termination of this Agreement shall not relieve Client of its obligation to pay for accepted Work Requests performed prior to termination or for work duly performed after notice as agreed.

12.3 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the nature of the breach.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth below or to such other address as a party designates by notice to the other party in accordance with this Section.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve disputes through escalation to senior representatives prior to commencing litigation or arbitration.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all accepted Work Requests and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Waiver of any breach shall not constitute waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. MISCELLANEOUS

The parties are independent contractors and nothing contained in this Agreement shall be construed to create a joint venture, partnership, employment or agency relationship. Neither party may assign 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 of its assets.

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