Legal Term Agreement

LEGAL TERM AGREEMENT

This Legal Term Agreement (the Agreement) is entered into as of (Effective Date), by and between Party A: , with its principal place of business at ; and Party B: , with its principal place of business at .

RECITALS

WHEREAS, Party A and Party B desire to set forth the agreed duration, renewal mechanics, and related commercial terms under which certain obligations will be performed; and

WHEREAS, the parties intend that the Agreement govern the term, termination and surviving obligations between them in respect of the subject matter described herein; and

WHEREAS, the parties acknowledge that the Agreement supersedes prior understandings and sets forth the exclusive terms of their engagement with respect to the term provisions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. TERM

1.1 Initial Term. The Agreement commences on the Effective Date and continues for an initial period of (Initial Term), unless earlier terminated in accordance with Section 3.

1.2 Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods of each, unless either party provides written notice of non-renewal at least prior to the then-current term expiration.

1.3 Effect of Termination. Termination shall not relieve either party of obligations accrued prior to the effective date of termination. Sections concerning confidentiality, indemnification, and limitations of liability survive termination.

2. SCOPE OF OBLIGATIONS

2.1 Duties. Each party shall perform the duties set forth in any statement of work or schedule executed by the parties and incorporated into this Agreement. Where no schedule exists, the parties agree to act in good faith to define required actions and timelines.

2.2 Consideration. In consideration for the obligations described in Section 2.1, Party B shall pay Party A the amounts and at the intervals specified in the applicable schedule. Payment terms are net days from invoice receipt, unless otherwise agreed in writing.

3. TERMINATION

3.1 For Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party does not cure such breach within days following written notice describing the breach with reasonable specificity.

3.2 For Convenience. Either party may terminate this Agreement without cause upon providing the other party with prior written notice.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential.

4.2 Nondisclosure. Each party shall (a) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, and (b) not disclose such information except to employees or contractors who need access to perform this Agreement and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

5. REPRESENTATIONS, WARRANTIES, AND COVENANTS

5.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into this Agreement and that execution and performance will not violate any other agreement.

5.2 Covenants. Each party covenants to comply with all applicable laws in the performance of its obligations under this Agreement and to maintain appropriate records to demonstrate compliance.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

6.1 Indemnification. Each party agrees to indemnify, defend and hold harmless the other party from and against claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligence.

6.2 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, in no event shall either party be liable for consequential, incidental, punitive or special damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the fees actually paid and payable by Party B to Party A under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

7. INSURANCE

Each party shall maintain insurance coverage appropriate to its obligations under this Agreement, including commercial general liability and, where applicable, professional liability insurance. Upon request, a party shall provide the other with evidence of such insurance.

8. NOTICES

Notices to Party A

Notices to Party B

Notices shall be in writing and delivered by hand, overnight courier, or certified mail, and shall be effective upon receipt.

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

9.2 Waiver. No waiver shall be effective unless in writing and signed by the party granting the waiver. A failure or delay to exercise any right shall not operate as a waiver.

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

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

10.1 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 law principles.

10.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will negotiate a valid provision that most closely effects the original intent.

10.3 Entire Agreement. This Agreement, including any schedules or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals and communications, whether written or oral, relating to its subject matter.

11. MISCELLANEOUS

11.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest to substantially all of its business to which this Agreement relates.

11.2 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture or employment relationship.

SPECIAL TERMS / SCOPE (IF APPLICABLE)

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