Legal Site Agreement

LEGAL SITE AGREEMENT

This Legal Site Agreement (the "Agreement") is made as of by and between Site Owner: , having its principal place of business or residence at , and Service Provider: , having its principal place of business at . Each of Site Owner and Service Provider is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Site Owner owns, operates or controls the physical or virtual site described as: (the "Site"), and has authority to grant access and rights with respect thereto; and

WHEREAS, Service Provider is engaged to provide the services described in this Agreement, including installation, configuration, maintenance and related deliverables for the Site (the "Services"); and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will be granted access to the Site and perform the Services.

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

1.1 "Confidential Information" means non-public information disclosed by one Party to the other, whether marked confidential or not, including business, technical, operational and security information, client data, and any data stored, transmitted or processed at the Site.

1.2 "Deliverables" means tangible work product, reports and documentation prepared by Service Provider in connection with the Services.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Services described in the Service Description below in a professional and workmanlike manner consistent with industry standards.

2.2 Service Provider shall obtain and maintain any permits, approvals or consents required to perform the Services at the Site, and shall coordinate with Site Owner regarding site access windows and safety procedures.

3. ACCESS, LICENSE AND SITE CONDITIONS

3.1 Site Owner grants Service Provider and its authorized personnel a non-exclusive, non-transferable license to access the Site during the Term for the purpose of performing the Services. Access is subject to reasonable site rules and schedules provided by Site Owner.

3.2 Site Owner warrants that it has the authority to grant access and that the Site, at the time of access, will be in the condition reasonably necessary for Service Provider to perform the Services. Site Owner shall notify Service Provider in writing of any known hazards or restrictions at the Site.

4. TERM AND TERMINATION

4.1 Term. The initial term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

4.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach.

4.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other Party. Upon termination, Service Provider shall deliver all completed Deliverables and shall invoice for Services performed through the effective date of termination.

5. FEES, EXPENSES AND PAYMENT

5.1 Service Provider shall invoice Site Owner in accordance with the schedule set forth above. Unless otherwise agreed in writing, Site Owner shall pay invoices within thirty (30) days of receipt. Late payments shall accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

6. CONFIDENTIALITY

6.1 Each Party shall protect the other Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information may only be used for the purposes of performing this Agreement.

6.2 The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

7. INTELLECTUAL PROPERTY

7.1 Pre-Existing IP. Each Party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement transfers ownership of pre-existing IP.

7.2 Deliverables. Except for Service Provider's pre-existing tools and methodologies, Service Provider assigns to Site Owner all right, title and interest in Deliverables prepared exclusively for Site Owner and paid in full. Service Provider retains the right to use general knowledge, skills and anonymized lessons learned.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

8.1 Mutual Representations. Each Party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the execution and performance will not violate other agreements or applicable law.

8.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Site Owner's sole and exclusive remedy for breach of this warranty shall be re-performance of the deficient Services or, if Service Provider cannot reasonably cure, refund of fees paid for the deficient Services.

8.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Service Provider shall indemnify, defend and hold harmless Site Owner from and against any third-party claims arising out of Service Provider's gross negligence, willful misconduct or breach of its representations, except to the extent such claims result from Site Owner's negligence or willful misconduct.

9.2 Site Owner shall indemnify, defend and hold harmless Service Provider from and against claims arising from Site Owner's ownership of the Site, Site conditions, or Site Owner's breach of representations.

10. LIMITATION OF LIABILITY

EXCEPT FOR WILLFUL MISCONDUCT, FRAUD, OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INSURANCE

Service Provider shall maintain at its expense during the Term commercial general liability insurance and, where applicable, workers' compensation and professional liability insurance in amounts customary for the industry. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

12. COMPLIANCE WITH LAW; SITE SAFETY

Each Party shall comply with all applicable laws, regulations and codes in performing its obligations. Service Provider shall adhere to Site Owner's reasonable safety and security policies while on the Site and shall ensure its personnel are properly trained and supervised.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier or personal delivery, and shall be effective upon receipt.

14. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any right shall not constitute a waiver of that right.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles.

16. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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.

17. ADDITIONAL TERMS

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