Legal Specifications Contract

LEGAL SPECIFICATIONS CONTRACT

This Legal Specifications Contract (the "Contract") is entered into as of Effective Date: by and between Client Name: , a (select entity type) Corporation LLC Individual , with principal place of business at (hereinafter "Client"), and Provider Name: , a (select entity type) Corporation LLC Individual , with principal place of business at (hereinafter "Provider").

RECITALS

WHEREAS, Client requires the preparation, delivery and acceptance of technical specifications, designs, and related documentation (collectively, the "Specifications") for Client's project described herein; and

WHEREAS, Provider represents that it has the skill, personnel and resources necessary to prepare and deliver the Specifications in accordance with the terms and schedule set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the preparation, acceptance, ownership and use of the Specifications.

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

1. Definitions

1.1 "Specifications" means the written and illustrative materials, prototypes, drawings, acceptance criteria, test plans and other documentation to be produced by Provider for Client under this Contract pursuant to Section 2. 1.2 "Deliverables" means the final versions of the Specifications delivered to Client and accepted under Section 4.

2. Scope of Specifications and Deliverables

2.1 Provider shall prepare the Specifications as described in the Project Description below and shall deliver the Deliverables in accordance with the Delivery Schedule. Provider shall perform in a professional and workmanlike manner consistent with industry standards.

2.2 Delivery Schedule: Provider shall deliver each Deliverable in accordance with the schedule set forth below or as otherwise mutually agreed in writing.

3. Changes to Specifications

3.1 Any change to the scope, Specifications, or Delivery Schedule shall be made only by written Change Order signed by authorized representatives of both parties. A Change Order shall set forth the change in scope, any adjustment to fees, and any change to the delivery schedule.

4. Acceptance Testing and Approval

4.1 Client shall have Acceptance Period of calendar days following delivery to review and either accept or reject the Deliverable. Acceptance shall be in writing and shall not be unreasonably withheld.

4.2 If Client rejects a Deliverable, Client shall provide Provider with a written description of deficiencies. Provider shall correct such deficiencies at Provider's expense and resubmit for acceptance within a commercially reasonable time.

5. Intellectual Property Rights

5.1 Ownership: Except as expressly provided herein, Provider retains all right, title and interest in and to Provider's pre-existing tools, methodologies, know-how and intellectual property. Upon full payment of all fees due and subject to Section 5.2, Provider grants to Client a perpetual, non-exclusive, non-transferable license to use the Deliverables for Client's internal business purposes.

5.2 Third-Party Materials: Any materials or components licensed from third parties and incorporated into the Deliverables remain subject to those third-party licenses. Provider shall identify any such third-party materials in writing prior to delivery.

6. Confidentiality

6.1 Each party shall treat as confidential any non-public information disclosed by the other party that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances ("Confidential Information"). Confidential Information shall not include information that is (a) publicly known through no breach of this Contract, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the other party's Confidential Information.

6.2 Each party shall use Confidential Information only for the purposes of performing its obligations under this Contract and shall restrict disclosure to employees and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

7. Fees and Payment

7.1 Fees: Client shall pay Provider the fees set forth below in consideration for the preparation and delivery of the Specifications and Deliverables.

7.2 Late Payment: Unpaid amounts shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Provider may suspend performance if Client fails to pay undisputed fees within 30 days after written notice.

8. Warranties; Remedies

8.1 Provider warrants that, for a period of 90 days following acceptance, the Deliverables will materially conform to the Specifications. Provider's obligation under this warranty is limited to correcting non-conformities at Provider's expense. This warranty does not apply to defects resulting from Client modifications or misuse.

8.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS CONTRACT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS CONTRACT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS CONTRACT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Term and Termination

10.1 Term: This Contract shall commence on the Effective Date and continue until the Parties fulfill their obligations or earlier termination in accordance with this Section.

10.2 Termination for Cause: Either party may terminate this Contract upon written notice if the other party materially breaches any provision and fails to cure within thirty (30) days after receipt of written notice specifying the breach.

10.3 Effect of Termination: Upon termination, Client shall pay Provider for all Services performed and Deliverables delivered through the effective date of termination. Sections governing Confidentiality, Intellectual Property, Limitation of Liability, Governing Law, and other provisions intended to survive termination shall so survive.

11. Notices

11.1 All notices under this Contract must be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

12. Amendments; Waiver; Counterparts

12.1 This Contract may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. 12.2 This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. Governing Law

13.1 This Contract shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles.

14. Entire Agreement

14.1 This Contract, including any Change Orders and attachments signed by the parties, 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.

15. Severability

15.1 If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' intent.

16. Execution

16.1 The persons signing below represent and warrant that they are duly authorized to execute this Contract on behalf of the respective parties.

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