Legal SYH Agreement

LEGAL SYH AGREEMENT

This Legal SYH Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , a Corporation LLC Individual, with principal address: ; and Provider Name: , a Corporation LLC Individual, with principal address: .

RECITALS

WHEREAS, Provider develops and maintains certain software, methodologies, and related services known as SYH Technology and offers professional services related thereto; and

WHEREAS, Client desires to engage Provider to perform services and deliverables described herein, and Provider is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to allocate rights, responsibilities, risk and consideration with respect to the SYH Technology, related deliverables and confidential information in accordance with this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Services" means the professional services to be provided by Provider as described in Section 2 and in the Statement of Work. "Deliverables" means the tangible or deliverable outputs produced by Provider for Client under this Agreement. "Confidential Information" means information 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.

2. SCOPE OF SERVICES

Provider shall perform the Services described in the Scope of Work below and shall deliver the Deliverables in accordance with the schedule agreed by the parties. Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

3. COMPENSATION

Client shall pay Provider the fees set forth below in consideration for the Services. All fees are exclusive of taxes, which shall be paid by Client where applicable.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider may suspend performance for non-payment following ten (10) days' written notice.

4. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for Term Length: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice. Either party may terminate for convenience upon sixty (60) days' prior written notice to the other party, subject to Client's obligation to pay for Services performed and non-cancellable commitments.

5. CONFIDENTIALITY

Each party shall hold the other party's Confidential Information in strict confidence and shall not disclose such information except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is or becomes publicly known other than by breach of this Agreement, was rightfully in the receiving party's possession prior to receipt, or is independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as such information qualifies as a trade secret under applicable law.

6. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to Provider's pre-existing intellectual property, methodologies, know-how and the SYH Technology. Subject to Client's timely payment of all fees, Provider grants Client a non-exclusive, non-transferable, limited license to use the Deliverables for Client's internal business purposes as specified in this Agreement. Unless expressly stated otherwise in a written statement signed by Provider, Client shall not acquire any ownership interest in Provider's pre-existing materials.

7. INDEMNIFICATION

Provider shall indemnify, defend and hold Client harmless from and against any third-party claim alleging that the Deliverables infringe a third party's intellectual property rights, provided that Client promptly notifies Provider of the claim, grants Provider sole control of the defense and settlement, and provides reasonable cooperation. Client shall indemnify, defend and hold Provider harmless from and against any claim arising from Client's misuse of the Deliverables or Client data.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES.

9. REPRESENTATIONS; WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Provider represents that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including data protection, export control and anti-corruption laws.

11. NOTICES

All notices shall be in writing and delivered to the addresses below. Notice is effective upon receipt.

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver of that right.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the selected state for disputes arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, including all exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations and agreements. If any provision of this Agreement is held to be 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.

15. MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or agency relationship. Each party shall comply with applicable export control laws and shall not export, re-export or transfer any Confidential Information or Deliverables in violation of such laws.

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