Legal SPAA Agreement

LEGAL SPAA AGREEMENT

This Legal SPAA Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between Client Name: , Entity Type: , with principal place of business at ("Client"), and Service Provider Name: , Entity Type: , with principal place of business at ("Provider"). Collectively, Client and Provider are the "Parties."

RECITALS

WHEREAS, Client desires to retain Provider to perform certain services, deliver specified deliverables and provide access to technical systems as described in Section 2 below; and

WHEREAS, Provider represents that it has the necessary expertise, personnel and infrastructure to perform such services and to deliver the agreed deliverables in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, intellectual property, and risk allocation governing the relationship.

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

1. DEFINITIONS

1.1 "Services" means the professional services, system access, maintenance and support to be provided by Provider as further described in Section 2 and in the Services Statement attached or incorporated herein. "Deliverables" means tangible or intangible products created by Provider specifically for Client under this Agreement. "Confidential Information" has the meaning set forth in Section 5. All capitalized terms used but not defined herein shall have the meanings set forth in this Section 1.

2. SCOPE OF SERVICES

Provider shall perform the Services and deliver the Deliverables described below in accordance with accepted industry standards and the timeline set forth in the Services Description. Provider shall exercise reasonable skill, care and diligence in the performance of the Services.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of months, unless earlier terminated in accordance with this Agreement (the "Initial Term"). Thereafter this Agreement shall automatically renew for successive periods of months unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

3.2 Termination for Convenience. Either Party may terminate this Agreement without cause by providing written notice to the other Party at least days prior to the effective date of termination.

3.3 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach in reasonable detail.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the fee schedule. Unless otherwise agreed in writing, Provider shall invoice Client in accordance with the schedule below and Client shall pay all undisputed invoices within days of receipt.

4.2 Taxes. All fees are exclusive of taxes. Client shall be responsible for any taxes, assessments or duties imposed by any governmental entity, excluding taxes based on Provider's net income.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means non-public information disclosed by one Party to the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, software, technical data, trade secrets, and customer information.

5.2 Obligations. The receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees and contractors on a need-to-know basis and subject to written confidentiality obligations; and (c) use Confidential Information solely for the purposes of performing this Agreement.

5.3 Exceptions. Confidential Information does not include information that is: (a) or becomes generally known to the public without breach of this Agreement; (b) known to the receiving Party at the time of disclosure; (c) rightfully received from a third party without restriction; or (d) independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth herein, each Party retains all right, title and interest in and to its pre-existing intellectual property. All Deliverables and any intellectual property created by Provider specifically for Client in connection with the Services shall be owned by Client upon payment in full, subject to Provider's ownership of underlying tools, libraries and general know-how.

6.2 License. Provider grants to Client a non-exclusive, worldwide, perpetual (unless otherwise agreed), royalty-free license to use Provider's pre-existing intellectual property solely to the extent incorporated into the Deliverables as delivered under this Agreement.

7. DATA SECURITY; PRIVACY

7.1 Security. Provider shall implement and maintain appropriate administrative, technical and physical safeguards designed to protect Client Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access in accordance with industry standards.

7.2 Breach Notification. Provider shall notify Client without unreasonable delay and in any event within hours of becoming aware of any unauthorized access to or disclosure of Client Data, providing reasonable details of the incident and the steps taken in response.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the full right, power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement and performance hereunder have been duly authorized by all necessary action; and (c) its performance will comply with applicable laws and regulations. Provider further warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards for a period of months following delivery of the Deliverables.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of third party claims to the extent caused by Provider's breach of this Agreement, negligence or willful misconduct, or by Provider's infringement of third party intellectual property rights in the Deliverables.

9.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against any losses, damages, liabilities, costs and expenses arising from Client's misuse of the Deliverables, Client Data or a breach of Client's obligations under this Agreement.

10. LIMITATION OF LIABILITY

10.1 Consequential Damages Excluded. Except for liability resulting from gross negligence, willful misconduct, or a Party's breach of its confidentiality or indemnification obligations, neither Party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, including lost profits, even if advised of the possibility of such damages.

10.2 Liability Cap. Except for liability arising from a Party's breach of Sections 5 (Confidentiality) or 9 (Indemnification), the aggregate liability of each Party arising out of or related to this Agreement shall not exceed (the "Liability Cap").

11. INSURANCE

Provider shall maintain, at its expense, insurance coverage customary for the industry and sufficient to cover its liabilities under this Agreement, including commercial general liability and professional liability insurance, and shall provide certificates of insurance upon Client's request.

12. NOTICES

All notices under this Agreement shall be in writing and shall be delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested) or electronic mail with confirmation of receipt.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflicts of law principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the Parties cannot resolve the dispute through negotiation within thirty (30) days, the dispute shall be submitted to binding arbitration as agreed by the Parties, or, if no arbitration agreement exists, to the exclusive jurisdiction of the state and federal courts located in the governing jurisdiction.

14. MISCELLANEOUS

14.1 Entire Agreement. This Agreement, including any attachments and Exhibits, 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 written or oral.

14.2 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any breach shall constitute a waiver of any other breach.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the original economic and legal intent.

14.4 Counterparts. 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 delivered by electronic means shall be deemed binding.

IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives as of the Effective Date set forth above.

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