Legal TAA Agreement

LEGAL TAA AGREEMENT

This Legal TAA Agreement (the "Agreement") is made as of Effective Date: by and between Provider Name: , a(n) organized under the laws of with principal place of business at ; and Recipient Name: , a(n) organized under the laws of with principal place of business at .

RECITALS

WHEREAS, Provider possesses technical expertise, know-how, methodologies and personnel capable of providing technical assistance and advisory services relating to the subject matter described in this Agreement; and

WHEREAS, Recipient desires to obtain from Provider certain technical assistance, training and related services, and Provider is willing to provide such assistance on the terms and conditions set forth herein; and

WHEREAS, the parties intend to set forth the scope, payment terms, confidentiality protections and intellectual property arrangements governing Provider's provision of technical assistance to Recipient.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, 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 technical assistance, training, advisory services, written materials and deliverables described in Section 2 and in the Description of Services field below.

2. SCOPE OF TECHNICAL ASSISTANCE

2.1 Provider shall provide the Services in a professional manner in accordance with industry standards and in conformity with any schedules or milestones agreed in writing by the parties. Provider shall assign qualified personnel to perform the Services and shall use reasonable efforts to meet agreed delivery dates.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on Commencement Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within Cure Period (days): days after written notice of breach.

3.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice delivered at least Notice Period (days): days prior to the effective date of termination. In the event of termination, Provider shall be entitled to payment for Services performed through the effective date of termination and for non-cancellable obligations incurred prior to termination.

4. FEES AND PAYMENT

4.1 Fees. Recipient shall pay Provider fees in accordance with the fee schedule set forth below. Unless otherwise agreed, fees are payable in U.S. dollars.

4.2 Expenses. Recipient shall reimburse Provider for reasonable pre-approved out-of-pocket expenses incurred in connection with performance of the Services, subject to documentation.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") 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.

5.2 Obligations. The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for the purposes of performing its obligations under this Agreement.

5.3 Exceptions. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without an obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

5.4 Duration. The confidentiality obligations in this Section shall survive termination of this Agreement for a period of Confidentiality Period (years): years.

6. INTELLECTUAL PROPERTY

6.1 Background IP. Each party retains all right, title and interest in and to its intellectual property existing prior to the Effective Date or developed independently of this Agreement ("Background IP"). Nothing in this Agreement transfers ownership of Background IP.

6.2 Deliverables; Ownership. Provider shall retain ownership of all Provider-developed materials, methodologies and know-how provided to Recipient as part of the Services except to the extent the parties expressly agree in writing to assign a particular deliverable. Subject to payment in full, Provider grants Recipient a non-exclusive, non-transferable, non-sublicensable license to use the deliverables solely for Recipient's internal business purposes.

6.3 Use of Marks; Publicity. Neither party shall use the other party's trademarks or trade names without prior written consent. Public announcements regarding the relationship shall require prior mutual written approval, which shall not be unreasonably withheld.

7. WARRANTIES; DISCLAIMER

7.1 Provider Warranty. Provider represents and warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. Provider does not warrant that the Services will produce specific results or outcomes.

7.2 Disclaimer. Except as expressly set forth in this Agreement, Provider makes no other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

8.2 Aggregate Cap. EXCEPT FOR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Recipient and its officers, directors, employees and agents from and against any claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence, willful misconduct, or material breach of its representations and warranties under this Agreement.

9.2 Indemnification Procedure. The indemnified party shall promptly notify the indemnifying party of any claim for which indemnity is sought and shall permit the indemnifying party to assume the defense and settlement of such claim, provided that the indemnifying party shall not settle any claim that admits fault of the indemnified party or imposes non-monetary obligations without the indemnified party's consent.

10. COMPLIANCE; EXPORT CONTROLS

10.1 Compliance with Laws. Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement.

10.2 Export Controls. The parties acknowledge that certain technical data, software and services may be subject to export control and economic sanctions laws. Neither party shall export, re-export, transfer or otherwise disclose any controlled item in violation of applicable export laws and regulations.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as either party may designate by notice.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

13.2 Entire Agreement. This Agreement, together with any exhibits or schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

14. MISCELLANEOUS

The parties acknowledge that each has had the opportunity to be represented by counsel in negotiating this Agreement and that the terms shall be interpreted fairly and not strictly for or against either party.

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