Legal STPP Agreement

LEGAL STPP AGREEMENT

This Legal STPP Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , a(n) , with principal place of business at , and Service Provider Name: , a(n) , with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Provider to perform short-term placement, programmatic or project-based professional services for specified assignments and deliverables under the terms and conditions set forth herein; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform the short-term placement and associated professional services described in this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the rights and obligations of the parties in connection with the services and related deliverables.

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

1. DEFINITIONS

1.1 "Services" means the short-term placement services, project assignments, and related work to be performed by Provider as described in Section 2 and Attachment A (Scope of Services).
1.2 "Deliverables" means tangible work product, reports, documentation or other items to be delivered to Client pursuant to this Agreement.
1.3 "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Provider shall assign qualified personnel to perform the Services and shall ensure that all Deliverables conform to the specifications set forth in the Scope of Services.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Effective Date and shall continue until Completion Date: unless earlier terminated pursuant to this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

4. COMPENSATION AND PAYMENT

Provider shall invoice Client in accordance with the Payment Terms. Client shall pay undisputed invoices within the period specified in the Payment Terms. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5. CONFIDENTIALITY

Each party agrees to maintain in confidence and not disclose to any third party any Confidential Information of the other party, except as authorized in writing or as required by law. Receiving party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement. Confidential obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Preexisting Materials. Each party retains all right, title and interest in and to its preexisting intellectual property.
6.2 Deliverables. Subject to Client's payment of all amounts due, Provider hereby assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement. Provider retains the right to use general skills, know-how and experience developed in performing the Services.
6.3 License Back. If any Provider preexisting intellectual property is embedded in a Deliverable, Provider grants Client a non-exclusive, worldwide, perpetual license to use such preexisting intellectual property solely as incorporated in the Deliverable.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

7.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.
7.2 Provider Warranty. Provider warrants that the Services will be performed in a professional manner consistent with industry standards. Client's exclusive remedy for breach of this warranty shall be re-performance of the nonconforming Services or, if Provider fails to re-perform, a refund of amounts paid for the deficient Services.
7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligence or willful misconduct. Client shall indemnify Provider for claims arising out of Client's breach or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF ARTICLE 5 (CONFIDENTIALITY) OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or recognized overnight courier to the party's notice address and shall be effective upon receipt.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party to exercise any right under this Agreement shall not operate as a waiver of that right.

12. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed originals for all purposes.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.3 Entire Agreement. This Agreement, including any attachment or exhibits hereto, 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.

14. MISCELLANEOUS

14.1 Relationship of the Parties. Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship.
14.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

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