Legal SDT Document

LEGAL SDT DOCUMENT

This Legal SDT Document (the "Agreement") is made as of Effective Date: , by and between Client Name: (Client), having principal address at , and Service Provider Name: (Provider), having principal address at .

RECITALS

WHEREAS, Client requires certain services relating to the development, delivery, integration and maintenance of software, systems, and related deliverables as more particularly described herein; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform such services and deliver the deliverables on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services and deliverables.

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

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. "Services" means the professional services to be performed by Provider as described in Section 2. "Deliverables" means the tangible and intangible items to be delivered to Client as set forth in Exhibit A and any additional specifications agreed in writing. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

3. FEES, EXPENSES, AND PAYMENT

Client shall pay Provider the fees set forth below and in any applicable work orders. Unless otherwise agreed in writing, all amounts are due within thirty (30) days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, all Intellectual Property Rights in Deliverables specifically prepared for Client under this Agreement shall be assigned to Client upon full payment. Provider hereby assigns and agrees to assign all right, title and interest in such Deliverables to Client. Notwithstanding the foregoing, Provider shall retain ownership of its pre-existing tools, methods and general know-how, and grants Client a non-exclusive, worldwide, royalty-free license to use such pre-existing materials to the extent incorporated into the Deliverables.

Select applicable transfer mechanism: Assignment of all rights Perpetual license only

5. CONFIDENTIALITY

Each party shall: (a) hold the other's 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 to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available without breach, was rightfully known prior to disclosure, or is developed independently.

6. DATA SECURITY

Provider shall implement and maintain reasonable administrative, physical and technical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction. Such safeguards shall be consistent with industry standards for similarly situated service providers and shall comply with applicable laws governing personal data protection.

7. WARRANTIES; DISCLAIMER

Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards and the agreed specifications. For any breach of this warranty, Provider will, at its option, re-perform the nonconforming Services or refund the fees attributable to such Services. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR A BREACH OF INTELLECTUAL PROPERTY OR CONFIDENTIALITY 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 PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue for the term set forth below, unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Upon termination, Provider shall deliver all work in progress and, subject to Client's payment of fees for work performed, shall transfer Deliverables to Client.

10. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors and employees (the "Indemnified Party") from and against any third party claim arising out of (a) the Indemnifying Party's breach of this Agreement, (b) the Indemnifying Party's gross negligence or willful misconduct, or (c) infringement of third party intellectual property rights caused by the Indemnifying Party's Deliverables, provided that the Indemnified Party gives prompt written notice of the claim, cooperates in the defense and allows the Indemnifying Party to control the defense and settlement.

11. INSURANCE

Provider shall maintain commercial general liability and professional liability insurance in amounts customary for comparable service providers. Upon request, Provider shall provide certificates of insurance evidencing such coverage.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice. Notices are effective upon delivery by hand, by confirmed overnight courier, or five (5) business days after deposit with United States mail, postage prepaid.

13. AMENDMENTS; WAIVER; COUNTERPARTS

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 failure of either party to enforce any right shall not constitute a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below, without regard to its conflict of law principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits, schedules and accepted work orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

MISCELLANEOUS

The parties acknowledge that they have had the opportunity to review this Agreement with counsel and that the terms hereof are the result of negotiation between sophisticated parties. Headings are for convenience only and do not affect interpretation.

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