Legal Technical Agreement

LEGAL TECHNICAL AGREEMENT

This Legal Technical Agreement (the Agreement) is entered into as of (the Effective Date), by and between Client Name: , Client Address: (Client), and Provider Name: , Provider Address: (Provider). Client and Provider are each a Party and collectively the Parties.

RECITALS

WHEREAS, Client requires technical services, including but not limited to system design, software development, integration, testing and technical documentation, as further described in Section 2 (the Services); and

WHEREAS, Provider represents that it has the personnel, technical expertise, and resources to perform the Services and deliver the Deliverables (as defined below) in accordance with the terms and schedule set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights, obligations and remedies with respect to the Services, Deliverables, payment, confidentiality and intellectual property.

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

1. DEFINITIONS

1.1 "Acceptance Criteria" means the objective, written criteria for acceptance of a Deliverable set forth in the applicable Statement of Work or proposal and as may be amended in writing by the Parties.

1.2 "Confidential Information" means all non-public technical, business, financial and other information disclosed by one Party to the other, whether disclosed in writing, orally, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES; DELIVERABLES

2.1 Provider shall provide the Services and deliver the Deliverables described in each Statement of Work executed by the Parties (each, an SOW). Each SOW shall reference this Agreement and shall state the scope, schedule, Acceptance Criteria, and fees applicable to the Services described therein. A summary description of the initial Services is provided below.

2.2 Acceptance. Provider shall submit Deliverables to Client for acceptance. Client will complete acceptance testing in accordance with the Acceptance Criteria within days of receipt, after which the Deliverable will be deemed accepted if Client provides no timely written rejection specifying material nonconformities.

3. CHANGE ORDERS

Any change to an SOW or the Services shall be implemented only by a written change order signed by authorized representatives of both Parties. The change order will set forth the changes to scope, adjustments to fees and schedule, and any other modifications required.

4. COMPENSATION; INVOICING; TAXES

4.1 Fees. Client shall pay Provider the fees set forth in each SOW. For Services performed on a time-and-materials basis, Provider will bill at the rates specified in the applicable SOW.

4.2 Payment Terms. Invoices are due and payable within days after Client's receipt of a correct invoice unless otherwise set forth in the applicable SOW. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3 Taxes. Fees are exclusive of taxes. Each Party shall be responsible for its own taxes, except that Client shall pay any sales, use, value-added, or other comparable taxes levied on the provision of the Services (excluding taxes based on Provider's income).

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party shall hold the other Party's Confidential Information in strict confidence, shall not disclose it to third parties except to its employees and contractors on a need-to-know basis under similar confidentiality obligations, and shall use the Confidential Information only to perform its obligations under this Agreement.

5.2 Exclusions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving Party, was in the receiving Party's possession prior to receipt, or is rightfully obtained from a third party without restriction.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth in this Agreement or an SOW, each Party retains all right, title and interest in and to its preexisting intellectual property. Provider grants Client a nonexclusive, perpetual (subject to termination rights), worldwide license to use the Deliverables to the extent necessary for Client's internal business purposes, subject to Client's compliance with payment obligations.

6.2 Third-Party Components. Provider will identify in writing any third-party software or open source components included in a Deliverable and will comply with the applicable license obligations for such components.

7. WARRANTIES; DISCLAIMERS

7.1 Provider Warranty. Provider warrants that for a period of days after acceptance, the Deliverables will materially conform to the Acceptance Criteria. Provider shall, at its expense, correct any material nonconformity reported in writing during the warranty period.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each Party will indemnify, defend and hold harmless the other Party from and against third-party claims arising from the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified Party shall provide prompt written notice of any such claim and cooperate in the defense.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED or the total amounts paid by Client under the applicable SOW in the twelve (12) months preceding the claim, whichever is less.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues until terminated as provided herein. Each SOW shall specify its term or schedule.

9.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience upon thirty (30) days' prior written notice to the other Party. Upon termination, Client shall pay Provider for Services performed and Deliverables delivered through the effective date of termination.

9.3 Termination for Cause. Either Party may terminate this Agreement or any SOW for material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach.

10. NOTICES

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

11. AMENDMENT; WAIVER

No amendment or modification 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 shall not constitute a waiver of that right unless the waiver is in writing and signed by the waiving Party.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The Parties agree that exclusive venue for any dispute shall be in the state or federal courts located within that state, subject to any mandatory forum selection in a controlling SOW.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all executed SOWs and change orders, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

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 transmitted by electronic means shall be effective as originals.

ADDITIONAL PROVISIONS

Sign Now