Legal SIF Document

Legal SIF Document

This Legal SIF Document ("Agreement") is made and entered into as of by and between Party A: , with principal place of business at , and Party B: , with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and information, including but not limited to the provision of technical specifications, reports, and advice described as ; and

WHEREAS, Party B desires to receive such services and information from Party A on the terms and conditions set forth herein, including protection of confidential and proprietary data; and

WHEREAS, the parties intend by this Agreement to set forth the respective rights, duties, and obligations of each party with respect to the subject matter hereof.

NOW THEREFORE, in consideration of the mutual covenants and agreements 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 "Confidential Information" means all information disclosed by a disclosing party to a receiving party, whether in written, electronic or oral form, that is designated as confidential or that, by its nature, should reasonably be understood to be confidential, including without limitation business plans, technical data, specifications, trade secrets, and client information. Confidential Information excludes information that (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was in the receiving party's lawful possession prior to the disclosure; (c) is lawfully obtained by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without reference to Confidential Information.

1.2 "Services" means the services and deliverables to be provided by Party A as described in Section 2 and in the scope of work attachment, if any.

2. Scope of Services

2.1 Party A shall perform the Services described in the Scope of Services. The parties may attach an exhibit or insert a description below. If no exhibit is attached, the following description shall govern:

2.2 Party A shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Time is of the essence with respect to any milestone dates agreed in writing.

3. Compensation

3.1 In consideration for the Services, Party B shall pay Party A fees in the amounts and on the schedule set forth below. Unless otherwise specified, payments are due within thirty (30) days of receipt of an undisputed invoice.

3.2 Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. All payments due under this Agreement are exclusive of taxes; the obligated party shall pay any sales, use, or other transaction taxes imposed on the transaction.

4. Confidentiality

4.1 Each receiving party shall (a) hold the disclosing party's Confidential Information in strict confidence, (b) use such Confidential Information solely for the purposes of performing under this Agreement, and (c) restrict disclosure of such Confidential Information to those of its employees, contractors and advisors who have a need to know and who are bound by written confidentiality obligations no less restrictive than those contained in this Agreement.

4.2 The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

5. Representations and Warranties

5.1 Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and delivery of this Agreement have been duly authorized, and that this Agreement constitutes a valid and binding obligation of such party enforceable in accordance with its terms.

5.2 Party A further represents that the Services will be performed in a materially competent manner in accordance with the Specifications set forth in Section 2. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6. Indemnification

6.1 Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the "Indemnitees") from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the Indemnitor's breach of this Agreement, (b) the Indemnitor's negligent or willful acts or omissions, or (c) any claim that the Indemnitor's materials or Services infringe a third party's intellectual property rights.

6.2 The Indemnitee shall provide prompt written notice of any claim for which it seeks defense or indemnity. The Indemnitor shall have the right to assume control of the defense and settlement of such claim, provided that the Indemnitor shall not settle any claim that imposes any obligation on the Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld.

7. Limitation of Liability

7.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR LOSS OF PROFITS, BUSINESS OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. Term and Termination

8.1 This Agreement shall commence on the effective date set forth above and shall continue for a period of unless earlier terminated in accordance with this Section.

8.2 Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party breaches any material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

9. Notices

9.1 All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below or to such other address that a party may designate by written notice to the other party in accordance with this Section.

10. Amendments and Waiver

10.1 No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

11. Governing Law

11.1 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.

12. Entire Agreement; Severability; Counterparts

12.1 This Agreement, together with any exhibits and attachments expressly referenced herein, 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.

12.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the original intent to the greatest extent permitted by law.

12.3 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. Signatures provided by electronic means shall have the same force and effect as original signatures.

Miscellaneous

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