Legal TA Document

LEGAL TA DOCUMENT

This Technical Assistance Agreement ("Agreement") is made and entered into on by and between , a organized under the laws of , with principal place of business at (\"Provider\"), and , a organized under the laws of , with principal place of business at (\"Recipient\").

RECITALS

WHEREAS, Provider has experience, technical expertise and personnel capable of providing technical assistance and related advisory services described herein; and

WHEREAS, Recipient desires to obtain technical assistance from Provider to support Recipient's operations, systems, or projects as set forth in this Agreement; and

WHEREAS, the parties intend to define their respective rights, obligations, and the terms under which Provider will deliver services to Recipient.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms have the meanings set forth below:

"Services" means the technical assistance, consulting, advisory, training, documentation and related activities to be performed by Provider as described in Section 2 and in the Scope of Services.

"Deliverables" means tangible work product, reports, plans, or other materials delivered to Recipient by Provider pursuant to this Agreement.

2. SCOPE OF TECHNICAL ASSISTANCE

Provider shall perform the Services described in the Scope of Services attached to this Agreement or as otherwise agreed in writing by the parties. The Scope of Services shall specify deliverables, milestones, acceptance criteria, and responsibilities of each party.

3. TERM

This Agreement shall commence on the Effective Date set forth above and shall continue until unless earlier terminated in accordance with Section 10.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

4. FEES AND PAYMENT

Recipient shall pay Provider the fees set forth in the Fee Schedule or otherwise agreed in writing. Unless otherwise agreed, Provider shall invoice Recipient monthly in arrears for Services performed.

5. INTELLECTUAL PROPERTY

Except as expressly provided below, each party shall retain all right, title and interest in its Background Intellectual Property. Provider hereby grants to Recipient a non-exclusive, non-transferable, non-sublicensable license to use Provider Background Intellectual Property solely to the extent incorporated into the Deliverables and solely for Recipient's internal business purposes.

Unless otherwise agreed in writing, all Deliverables created specifically for Recipient under this Agreement shall be deemed "work made for hire" and ownership of such Deliverables shall vest in Recipient upon full payment. To the extent any Deliverable is not legally a work made for hire, Provider hereby assigns to Recipient all right, title and interest in such Deliverable upon receipt of full payment.

6. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations hereunder.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into this Agreement and to perform its obligations. Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS PROVIDED HEREIN, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

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

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED .

10. TERMINATION

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination of this Agreement shall not relieve either party of obligations accrued prior to the effective date of termination.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, addressed to the parties at their respective addresses set forth below or to such other address as either party may designate by notice to the other.

12. MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the parties without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts of such jurisdiction.

Entire Agreement: This Agreement, including any Exhibits and Schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

Amendments and Waiver: Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties. No failure or delay by either party to exercise any right under this Agreement shall operate as a waiver of that right.

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 electronic means shall be binding.

SIGNATURES

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