Legal Terms and Conditions Document

LEGAL TERMS AND CONDITIONS DOCUMENT

This Legal Terms and Conditions Document ("Agreement") is entered into as of the day of , (the "Effective Date"), by and between Client Name: , an entity organized as with principal place of business at (hereinafter "Client"), and Provider Name: , an entity organized as with principal place of business at (hereinafter "Provider").

RECITALS

WHEREAS, Provider is engaged in the business of providing services and/or deliverables described herein and possesses the expertise, personnel, and resources necessary to perform the Services defined below; and

WHEREAS, Client desires to retain Provider to perform such Services on the terms and conditions set forth in this Agreement and Provider is willing to perform such Services under the terms and conditions herein.

WHEREAS, the parties intend that this Agreement govern their respective rights and obligations with respect to the Services, fees, confidentiality, and intellectual property arising from the relationship contemplated by this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, graphic or electronic, 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, including business plans, customer lists, technical data, and pricing.

1.2 "Deliverables" means the tangible and intangible results of the Services specifically identified in the Description of Services and any attachments hereto.

2. SERVICES; SCOPE

2.1 Provider shall perform the services and produce the Deliverables set forth in the Description of Services below in a professional and workmanlike manner consistent with industry standards. Provider shall provide personnel, equipment, and materials necessary to perform the Services unless otherwise agreed in writing.

3. TERM; TERMINATION

3.1 Term. This Agreement commences on the Effective Date and shall continue for an initial period of months 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 the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

3.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other party. In the event of termination for convenience, Client shall pay Provider for Services performed and reasonable non-cancellable obligations incurred through the effective date of termination.

4. FEES; PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the Fee Schedule. Fees are due and payable within days of invoice unless otherwise agreed in writing.

4.2 Late Payments. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall be responsible for reasonable collection costs incurred by Provider.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each party agrees to hold Confidential Information of the other in strict confidence and not to use such information except as necessary to perform its obligations under this Agreement. Each party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party’s possession prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given notice and an opportunity to seek protective relief.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided herein, each party retains all right, title and interest in and to its pre-existing intellectual property. Provider shall retain ownership of its pre-existing tools, methodologies, and know-how.

6.2 Deliverables; License. Upon full payment of fees due for the Deliverables, Provider grants to Client a perpetual, non-exclusive, non-transferable license to use the Deliverables for Client’s internal business purposes, except that source code, proprietary tools, and Provider’s confidential methodologies remain Provider’s exclusive property unless otherwise assigned in writing.

7. REPRESENTATIONS; WARRANTIES; DISCLAIMERS

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

7.2 Provider Warranty. Provider warrants that the Services will be performed in a professional manner consistent with industry standards. Client's sole and exclusive remedy for breach of this warranty will be re-performance of the deficient Services or, if Provider is unable to re-perform within a reasonable period, a refund of fees paid for the deficient Services.

7.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.2, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Indemnification by Client. Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client’s breach of this Agreement or Client’s use of the Deliverables in violation of this Agreement.

8.2 Indemnification by Provider. Provider shall indemnify, defend and hold harmless Client from and against any third party claims alleging that the Deliverables infringe a third party’s valid intellectual property rights, provided Client: (a) promptly notifies Provider of the claim; (b) allows Provider to control the defense and settlement; and (c) cooperates in the defense.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY’S BREACH OF ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 CAP. EXCEPT FOR LIABILITY FOR INDEMNIFICATION, A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. COMPLIANCE; EXPORT

Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including applicable export control laws. Neither party shall export, re-export or transfer any part of the Deliverables in violation of applicable law.

11. NOTICES

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and shall be delivered to the addresses set forth below by certified mail, nationally recognized overnight courier, or hand delivery, and shall be deemed given upon receipt.

12. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision hereof shall not be construed as a waiver of that provision or of the right to enforce it subsequently.

13. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed to carry out the parties' intent as reflected herein.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of laws principles.

15. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

16. 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 effective as originals.

MISCELLANEOUS

Assignment. Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

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