Legal Template Agreement

LEGAL TEMPLATE AGREEMENT

This Legal Template Agreement (the "Agreement") is entered into as of the Effective Date: by and between Party A: , with principal place of business at , and Party B: , with principal place of business at . Each of Party A and Party B may be referred to herein singularly as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A has expertise in providing certain goods and/or services and desires to retain Party B to perform specific services under the terms and conditions set forth in this Agreement; and

WHEREAS, Party B represents that it has the skill, personnel, and resources necessary to perform the services described herein and is willing to provide such services to Party A in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services, compensation, confidentiality, and intellectual property matters arising from their relationship.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 "Services" means the services to be provided by Party B to Party A as described in Section 2 below and any Statement of Work incorporated into this Agreement.
1.2 "Confidential Information" means all non-public, proprietary or confidential information disclosed by a Party to the other Party, whether in written, oral, electronic or other form, 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

2.1 Delivery and performance standards. Party B shall perform the Services in a professional and workmanlike manner in accordance with industry standards and shall use reasonable efforts to meet any schedule or milestones set forth in this Agreement.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Agreement.

3.2 Termination for convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

3.3 Termination for cause. Either Party may terminate this Agreement for material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

4. COMPENSATION

4.1 Fees. In consideration for the Services, Party A shall pay Party B the fees set forth as follows: Amount: $ , payable in accordance with the Payment Terms.

5. CONFIDENTIALITY

5.1 Obligations. Each Party shall: (a) hold Confidential Information of the other Party in strict confidence; (b) not disclose such Confidential Information to any third party except as permitted; and (c) use the Confidential Information solely to perform its obligations under this Agreement.

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the receiving Party; (b) is rightfully received from a third party without breach; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed pursuant to law, provided the disclosing Party is given prior notice where legally permitted.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as otherwise expressly provided in a writing signed by the Parties, all pre-existing intellectual property of each Party remains that Party's property. Unless otherwise expressly agreed in writing, all intellectual property created specifically for Party A by Party B in the performance of the Services (the "Work Product") shall be owned by Party A upon full payment of fees due for such Work Product.

6.2 License. To the extent Party B retains any ownership interest in the Work Product, Party B hereby grants Party A a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, and distribute the Work Product for Party A's business purposes.

7. REPRESENTATIONS, WARRANTIES, AND COVENANTS

7.1 Mutual representations. Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Additional warranty by Party B. Party B warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards and that it will not knowingly incorporate third-party proprietary materials into the Work Product without the necessary rights to grant the licenses set forth herein.

8. INDEMNIFICATION

8.1 Indemnification by Party B. Party B shall indemnify, defend and hold harmless Party A and its officers, directors and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Party B's breach of any representation, warranty or covenant in this Agreement; or (b) any claim that the Work Product infringes a third party's intellectual property rights, provided Party A gives Party B prompt written notice and reasonable assistance, and Party B has sole control of the defense and settlement of such claim.

9. LIMITATION OF LIABILITY

9.1 Exclusion of incidental and consequential damages. Except for liability arising from willful misconduct, gross negligence, or a Party's indemnification obligations, neither Party shall be liable to the other for special, incidental, consequential, indirect or punitive damages, including lost profits.

9.2 Cap on liability. Except for liability resulting from a Party's wilful misconduct, fraud or indemnification obligations, each Party's aggregate liability to the other for any and all claims arising under this Agreement shall not exceed the total fees paid by Party A to Party B under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

10. NOTICES

All notices, requests, consents, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or such other address as either Party may designate by notice to the other.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties.

11.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right unless in writing signed by the waiving Party.

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

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 Entire Agreement. This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and such invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

MISCELLANEOUS PROVISIONS

The Parties have executed this Agreement as of the dates set forth below.

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