Legal Specification Template

LEGAL SPECIFICATION TEMPLATE

This Legal Specification Template (the "Specification") is entered into as of Effective Date: by and between Client Name: , a with principal place of business at ("Client"), and Provider Name: , a with principal place of business at ("Provider").

RECITALS

WHEREAS, Client desires to engage Provider to perform the services and deliver the deliverables set forth in this Specification in accordance with the standards, requirements and schedules herein;

WHEREAS, Provider has represented that it has the technical skill, personnel and resources necessary to perform the work in accordance with the technical specifications and acceptance criteria described below;

WHEREAS, the parties intend that this Specification define the parties' mutual obligations concerning scope, delivery, change control, acceptance and intellectual property with respect to the specified work;

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

1. DEFINITIONS

1.1 "Specification" means this document, including all attachments, schedules, and any Change Orders executed under Section 4.1.

1.2 "Deliverables" means the tangible and intangible results to be delivered by Provider as described in Section 2.1 and in Attachment A: Deliverables Description.

1.3 "Acceptance" means Client's written approval that the Deliverables satisfy the Acceptance Criteria set forth in Section 2.3.

2. SCOPE OF WORK AND SPECIFICATIONS

2.1 Deliverables. Provider shall deliver the following items, specifications, and documentation in accordance with the delivery schedule and acceptance procedures herein. The parties acknowledge that time is of the essence with respect to the delivery schedule.

2.2 Performance Standards. Provider shall perform all work in a professional manner consistent with industry standards and applicable laws, using personnel with appropriate skill and experience.

3. CHANGE CONTROL

3.1 Any change to the scope, specifications, deliverables, or schedule shall be implemented only by a written Change Order signed by authorized representatives of both parties. No oral modification shall be binding.

4. INTELLECTUAL PROPERTY

4.1 Ownership. Unless otherwise agreed in a written instrument signed by both parties, Provider hereby assigns to Client all right, title and interest in and to the Deliverables produced specifically for Client under this Specification. Provider retains ownership of pre-existing tools, templates and know-how.

4.2 License. To the extent assignment is not effective, Provider grants Client a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify and distribute the Deliverables for Client's business purposes.

5. CONFIDENTIALITY

5.1 Each party shall keep confidential and shall not disclose Confidential Information of the other party except to those employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Specification.

5.2 Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the disclosing party's Confidential Information.

6. REPRESENTATIONS, WARRANTIES, AND DISCLAIMER

6.1 Each party represents and warrants that it has authority to enter into this Specification and that performance will not violate any applicable law or agreement to which it is subject.

6.2 Provider warrants that the Deliverables will materially conform to the Technical Specifications and Acceptance Criteria for a period of ninety (90) days following Acceptance. Provider's sole obligation during the warranty period shall be to use commercially reasonable efforts to remedy nonconformities at Provider's expense.

7. LIABILITY; INDEMNIFICATION

7.1 Indemnification. Each party shall indemnify and hold harmless the other party from and against any third party claims arising out of the indemnifying party's breach of this Specification, gross negligence or willful misconduct, subject to the limitations set forth below.

7.2 Limitation of Liability. Except for liability arising from a party's willful misconduct or indemnification obligations, neither party's aggregate liability shall exceed the total fees paid under the related agreement for the twelve (12) month period preceding the claim.

8. TERM; TERMINATION; SURVIVAL

8.1 Term. This Specification commences on the Effective Date and continues until completion of the Deliverables and Acceptance, unless earlier terminated in accordance with this Section.

8.2 Termination for Cause. Either party may terminate this Specification on written notice if the other party materially breaches and fails to cure within thirty (30) days after receiving written notice describing the breach.

8.3 Survival. Sections concerning Intellectual Property, Confidentiality, Indemnification, Limitation of Liability and any obligations accrued prior to termination shall survive termination or expiration of this Specification.

9. FEES; PAYMENT

10. NOTICES

10.1 All notices required or permitted under this Specification shall be in writing and sent to the addresses below and shall be deemed given when delivered in person, or three business days after deposit in the U.S. mail by certified mail, return receipt requested, or one business day after delivery to an overnight courier service.

11. GOVERNING LAW; DISPUTE RESOLUTION

11.1 Governing Law. This Specification shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

11.2 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising under this Specification promptly by negotiation between executives who have authority to settle the controversy. If unresolved, the dispute shall be resolved in the courts located in the governing law state unless the parties agree otherwise in writing.

12. MISCELLANEOUS

12.1 Entire Agreement. This Specification, together with any attachments and Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

12.2 Amendments; Waiver. No amendment or waiver of any provision of this Specification shall be effective unless in writing and signed by authorized representatives of both parties. No waiver by either party of any breach shall constitute a waiver of any other or subsequent breach.

12.3 Severability. If any provision of this Specification is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by law.

12.4 Counterparts. This Specification 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.

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