Legal Signed Terms Agreement

LEGAL SIGNED TERMS AGREEMENT

This Legal Signed Terms Agreement ("Agreement") is entered into as of the day of , (the "Effective Date"), by and between Client Name: , with principal address ("Client"), and Service Provider Name: , with principal address ("Provider"). Each of Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider has expertise in providing the services described herein and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, Client desires to engage Provider to perform specified services and provide deliverables as set forth below, and Provider is willing to perform such services in accordance with this Agreement; and

WHEREAS, the Parties desire to set forth the terms governing their relationship, responsibilities, fees, and remedies.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context requires otherwise, capitalized terms have the following meanings:

"Services" means the tasks, obligations and work to be performed by Provider as described in Section 2 and in the Scope of Services attached in writing and incorporated into this Agreement.

"Deliverables" means any tangible or intangible work product delivered to Client pursuant to this Agreement.

2. SCOPE OF SERVICES

Provider shall perform the Services described in the Scope of Services below. Provider shall exercise commercially reasonable efforts, in a professional manner consistent with industry standards, to deliver the Deliverables by the milestones agreed in writing by the Parties.

3. FEES AND PAYMENT

Client shall pay Provider the fees and expenses set forth below in consideration for the Services. All fees are exclusive of applicable taxes unless otherwise stated. Provider shall invoice Client in accordance with the payment schedule; invoices are due within the payment term specified below.

4. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for the term set forth in the Scope of Services, unless earlier terminated in accordance with this Section. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all completed Deliverables and any work in progress, and Client shall pay Provider for Services performed through the effective date of termination.

5. CONFIDENTIALITY

Each Party acknowledges that in the course of performance it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving Party shall not disclose or use Confidential Information except as necessary to perform its obligations under this Agreement.

Confidentiality obligations shall not apply to information that (a) is or becomes generally known to the public other than by breach; (b) is rightfully received from a third party free of restriction; (c) is independently developed without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving Party gives prompt notice to the disclosing Party and cooperates with reasonable efforts to limit disclosure.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to the Deliverables conceived, developed or delivered specifically for Client under this Agreement. Provider retains ownership of its pre-existing tools, methodologies, software and general skills and know-how. To the extent Provider incorporates any pre-existing Provider materials into Deliverables, Provider grants Client a perpetual, non-exclusive, worldwide license to use such materials as part of the Deliverables.

7. REPRESENTATIONS; WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with applicable professional standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE EXTENT PERMITTED BY LAW.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the "Indemnified Party") from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or infringement of a third party's intellectual property rights.

10. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by notice pursuant to this Section. Notice is effective upon receipt.

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be valid or binding unless in writing and signed by authorized representatives of both Parties. Failure or delay by either Party to enforce any provision shall not constitute a waiver of that provision or of the right to enforce it later.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State specified below, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the specified State.

13. ENTIRE AGREEMENT

This Agreement, together with any exhibits and written statements of work executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be struck and the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties as nearly as possible.

15. COUNTERPARTS; EXECUTION

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. Delivery of an executed counterpart by electronic means shall be effective as an original.

16. MISCELLANEOUS

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control. The Parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, employment or agency relationship.

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