Legal Specific Agreement

LEGAL SPECIFIC AGREEMENT

This Legal Specific Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at (each a "Party" and collectively, the "Parties").

RECITALS

WHEREAS, Client requires specific professional services consisting of the project described as ; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources to perform the services set forth in this Agreement in a competent and professional manner; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the performance, compensation, confidentiality, and ownership of results arising from such services.

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

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in this Section. "Effective Date" means the date set forth above. "Services" means the tasks, deliverables, and milestones described in Section 2. "Deliverables" means tangible work product delivered to Client pursuant to the Services.

2. SCOPE OF SERVICES

Provider shall perform the Services described below in accordance with the terms and conditions of this Agreement. The Parties agree that the Services are limited to the following:

3. TERM

The term of this Agreement shall commence on Commencement Date: and shall continue until Completion Date: unless earlier terminated in accordance with Section 10.

4. COMPENSATION AND PAYMENT

Client shall pay Provider the fees set forth below in consideration for satisfactory performance of the Services. Fees shall be due in accordance with the agreed payment schedule and are exclusive of taxes unless otherwise stated.

5. CONFIDENTIALITY

Each Party shall protect Confidential Information of the other Party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall remain confidential for a period of years following disclosure, except as required by law.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall own all pre-existing intellectual property and tools used by Provider in performing the Services. Subject to Client's payment in full, Provider assigns and transfers to Client all right, title and interest in and to the Deliverables specifically prepared for Client under this Agreement. Provider hereby grants Client a non-exclusive, royalty-free license to any Provider background technology necessarily embodied in the Deliverables to the extent required for Client's use.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

8. INDEMNIFICATION

Each Party shall indemnify, defend, and hold harmless the other 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, negligent acts, or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERMINATION

Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice. Upon termination, Provider shall deliver to Client any completed Deliverables and Client shall pay Provider for Services performed through the date of termination.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand delivery, certified mail (return receipt requested), or nationally recognized overnight courier.

12. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude other or further exercise of that right.

13. 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 law principles.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. 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.

SIGNATURES

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