Legal TA Agreement

LEGAL TA AGREEMENT

This Legal Technical Assistance Agreement ("Agreement") is entered into as of by and between Provider Name: , a Individual Corporation Limited Liability Company, with principal place of business at (the "Provider"), and Recipient Name: , a Individual Corporation Limited Liability Company, with principal place of business at (the "Recipient").

RECITALS

WHEREAS, Provider possesses experience and expertise in providing technical, regulatory and compliance assistance, advisory services, and related professional support (the "Technical Assistance"); and

WHEREAS, Recipient desires to obtain Technical Assistance from Provider for the purpose of ; and

WHEREAS, Provider is willing to provide such Technical Assistance to Recipient pursuant to the terms and conditions set forth herein.

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

1. DEFINITIONS

1.1 "Technical Assistance" means the advisory, consulting, training, documentation, and other services described in Section 2 delivered by Provider to Recipient under this Agreement.

1.2 "Deliverables" means all materials, reports, designs, analyses, software code, documentation and other work product delivered to Recipient by Provider under this Agreement.

1.3 "Confidential Information" means information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential, including business plans, technical data, methods, trade secrets, and third-party confidential information.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Technical Assistance set forth in the Scope of Services below in a professional and workmanlike manner in accordance with industry standards. The Scope of Services is:

3. DELIVERABLES AND SCHEDULE

3.1 Provider shall deliver the Deliverables described below in accordance with the schedule set forth. Initial performance shall commence on and is expected to be completed by .

4. FEES AND PAYMENT

4.1 As consideration for the Technical Assistance and Deliverables, Recipient shall pay Provider the fees set forth below in accordance with the payment terms. All fees are payable in lawful currency of the United States unless otherwise agreed in writing.

4.2 Unless otherwise stated, Recipient shall reimburse Provider for reasonable pre-approved out-of-pocket expenses. All amounts due under this Agreement are exclusive of taxes; Recipient shall be responsible for any sales, use, value-added or similar taxes (other than taxes imposed on Provider's net income).

5. CONFIDENTIALITY

5.1 Each party shall keep Confidential Information of the other party strictly confidential and shall not disclose it to any third party except as necessary for performance under this Agreement and subject to confidentiality obligations at least as protective as those set forth herein.

5.2 Confidentiality obligations shall continue for years following the termination or expiration of this Agreement, except that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Provider retains all right, title and interest in and to Provider's pre-existing intellectual property and methodologies ("Background IP"). Nothing in this Agreement shall transfer ownership of Background IP to Recipient.

6.2 Unless otherwise agreed in writing, Provider hereby grants Recipient a non-exclusive, non-transferable, royalty-free license to use the Deliverables solely for Recipient's internal business purposes. Provider may use, reproduce and improve the Deliverables for Provider's business purposes provided such use does not disclose Recipient's Confidential Information.

7. REPRESENTATIONS; WARRANTIES

7.1 Each party represents and warrants that it has full corporate power and authority to enter into and perform this Agreement and that the Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

7.2 Provider represents that the Technical Assistance will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Recipient shall indemnify, defend and hold harmless Provider from and against any losses, liabilities, damages and expenses arising out of Recipient's breach of this Agreement, misuse of the Deliverables, or violation of applicable law.

8.2 Provider shall indemnify, defend and hold harmless Recipient from and against any third-party claims to the extent such claims arise from Provider's gross negligence or willful misconduct in performing the Technical Assistance.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

11. TERM AND TERMINATION

11.1 Term. This Agreement shall commence on the Effective Date and shall continue until completion of the scope or until terminated in accordance with this Section.

11.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

11.3 Termination for Cause. Either party may terminate this Agreement for material breach if such breach remains uncured after days' written notice specifying the breach.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), nationally recognized overnight courier, or email with confirmation of transmission.

13. GOVERNING LAW; VENUE

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

14. AMENDMENTS; WAIVER; SEVERABILITY; ENTIRE AGREEMENT; COUNTERPARTS

14.1 Amendments. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

14.2 Waiver. No waiver of any breach or default shall be binding unless in writing and signed by the party granting the waiver. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

14.3 Severability. If any provision of this Agreement is found to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent.

14.4 Entire Agreement. This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.5 Counterparts. 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 transmitted by facsimile or electronic image shall be binding.

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