Legal Terms and Conditions

LEGAL TERMS AND CONDITIONS

This Legal Terms and Conditions (the "Agreement") is entered into as of Effective Date: by and between Party A Name: , located at , and Party B Name: , located at .

RECITALS

WHEREAS, Party A and Party B desire to define the terms and conditions governing their commercial relationship, including the scope of services, payment, confidentiality and intellectual property; and

WHEREAS, the parties intend to allocate responsibilities, risk, and remedies in the event of breach, termination or dispute; and

WHEREAS, the parties acknowledge that this Agreement supersedes prior oral or written understandings between them with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual promises 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 "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally, visually, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information expressly includes trade secrets, technical data, formulas, business plans, customer lists and pricing.

1.2 "Effective Date" means the date set forth above. Capitalized terms not otherwise defined in this Agreement have the meanings set forth in this Section.

2. SCOPE OF SERVICES

Party performing the services shall perform in a professional and workmanlike manner consistent with industry standards. Any change to the scope must be agreed in writing and signed by authorized representatives of both parties.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues for a period of unless earlier terminated in accordance with this Section.

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 immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

4. FEES AND PAYMENT

Fees are exclusive of taxes. Overdue payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. All payments due hereunder are non-refundable except as expressly provided in this Agreement.

5. CONFIDENTIALITY

Each receiving party shall (a) protect Confidential Information of the disclosing party with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party 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 in this Agreement.

The obligations in this Section do not apply to information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was already lawfully in the receiving party's possession; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates in any lawful effort to limit disclosure.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, each party retains all right, title and interest in and to its pre-existing intellectual property. Any intellectual property developed specifically under this Agreement shall be owned by , subject to any license expressly granted herein.

The receiving party shall not remove or alter any proprietary notices on materials provided by the disclosing party. Any license granted is limited, non-exclusive, non-transferable, and revocable as set forth in this Agreement.

7. WARRANTIES; DISCLAIMER

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Party performing services warrants that such services will be performed in a professional manner consistent with industry standards for a period of sixty (60) days following delivery; remedies for breach of this warranty shall be re-performance or, if re-performance is not commercially reasonable, refund of fees paid for the deficient services.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the Indemnitor's breach of this Agreement; (b) the Indemnitor's negligence or willful misconduct; or (c) any third-party claim that use of the Indemnitor's deliverables infringes a third party's intellectual property rights, provided that the Indemnitee gives prompt written notice of the claim, allows reasonable control of the defense to the Indemnitor, and cooperates in the defense.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ITS OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY) OR SECTION 8 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES.

10. INSURANCE

Each party shall maintain insurance coverage reasonably appropriate to the activities performed under this Agreement, including commercial general liability and, where applicable, professional indemnity insurance. Upon request, a party shall provide a certificate of insurance evidencing coverage.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email where receipt is acknowledged in writing. Notice is effective upon receipt.

12. MISCELLANEOUS

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.

Entire Agreement. This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall continue in full force and effect.

Amendments; 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 in exercising any right or remedy shall not constitute a waiver of that right or remedy.

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 electronically or by facsimile shall be binding.

ACKNOWLEDGMENT

Each party affirms that the person signing below is duly authorized to execute this Agreement on behalf of the party and that the party understands and accepts the terms and conditions set forth herein.

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