Legal SignNow Document

LEGAL SIGNNOW DOCUMENT

This Legal SignNow Document (the "Agreement") is made and entered into as of the , by and between Party A Name: , with principal address: , and Party B Name: , with principal address: .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services, consulting, or deliverables described herein; and

WHEREAS, Party B desires to retain Party A to perform the services described in Section 1, and Party A is willing to perform such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their full agreement regarding the relationship, compensation, confidentiality, and intellectual property in writing.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. "Deliverables" means the work product, reports, designs, code, documentation, and other materials to be provided by Party A to Party B under this Agreement. "Confidential Information" has the meaning set forth in Section 5.

2. SCOPE OF SERVICES

Party A shall perform the services and provide the Deliverables as described below. The parties may modify the scope only by written amendment signed by authorized representatives of both parties.

3. TERM; TERMINATION

The term of this Agreement shall commence on the Effective Date set forth above and continue until the completion of the services unless earlier terminated in accordance with this Section 3. Either party may terminate this Agreement for material breach by the other party upon thirty (30) days' prior written notice specifying the breach and the intent to terminate unless the breach is cured within such thirty (30) day period.

4. COMPENSATION; PAYMENT

As full compensation for the services and Deliverables, Party B shall pay Party A the fees set forth in this Section 4. Fees shall be invoiced in accordance with the payment schedule and are due within thirty (30) days of receipt of an undisputed invoice. Late payments shall accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. Confidential Information shall mean non-public information disclosed by one party to the other, whether in oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential. The recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to avoid disclosure as it uses with respect to its own similar confidential information but in no event less than reasonable care.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all intellectual property rights in and to the Deliverables created specifically for Party B under this Agreement shall be assigned to Party B upon full payment of all amounts due. Party A hereby irrevocably assigns and transfers to Party B all right, title and interest in the Deliverables, including all copyrights, patents, trade secrets and other intellectual property rights. Notwithstanding the foregoing, Party A shall retain ownership of its pre-existing know-how and tools, and Party A grants Party B a nonexclusive, royalty-free license to any pre-existing materials incorporated into Deliverables solely to the extent necessary for Party B's use of the Deliverables.

7. REPRESENTATIONS AND 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. Party A represents and warrants that the Deliverables will be original and will not infringe or misappropriate any third party intellectual property rights, and that it will perform services in a professional and workmanlike manner in accordance with generally accepted industry standards.

8. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the Indemnitor's breach of this Agreement, or (b) the Indemnitor's gross negligence or willful misconduct. The Indemnitee shall provide prompt written notice of any claim for which indemnity is sought and shall cooperate in the defense and settlement of such claim.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR A BREACH OF SECTION 5 (CONFIDENTIALITY) OR A PARTY'S INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. EXCEPT AS PROVIDED IN THE PRIOR SENTENCE, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations and ordinances in performing its obligations under this Agreement, including export control and data protection laws where applicable.

11. NOTICES

All notices, requests, consents, claims, demands and other communications hereunder must be in writing and will be deemed to have been given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may specify by notice in accordance with this Section 11.

12. AMENDMENTS; WAIVER

No amendment, modification or supplement of any provision of this Agreement shall be binding unless executed in writing by authorized representatives of both parties. Failure or delay by either party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision or of the right to enforce that provision in the future.

13. COUNTERPARTS; ELECTRONIC 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. Execution and delivery of this Agreement by electronic signature shall be effective to bind the signing party and shall have the same force and effect as an original signature.

14. GOVERNING LAW

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.

15. ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

17. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. Any provision that by its nature survives termination or expiration of this Agreement shall survive.

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