Legal Terms Contract

LEGAL TERMS CONTRACT

This Legal Terms Contract (the "Agreement") is entered into as of Effective Date: by and between Party A: , with principal place of business at , and Party B: , with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Party A is engaged in the business of providing certain goods, services and deliverables described herein; and

WHEREAS, Party B desires to engage Party A to perform specified services and deliverables under the terms set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights, obligations and remedies with respect to such services and deliverables.

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 "Confidential Information" means all non-public information disclosed by a Party to the other Party, whether oral, written or electronic, including business plans, technical data, pricing, customer lists and trade secrets; Confidential Information does not include information that is (a) publicly known through no breach by the receiving Party; (b) already known by the receiving Party at the time of disclosure without restriction on use; or (c) independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

1.2 "Deliverables" means the tangible or intangible work products to be delivered by Party A as described in Section 2 and in the Services Description below.

2. SERVICES; SCOPE

2.1 Services. Party A shall perform the services and produce the Deliverables described in the Services Description. The Parties agree that the initial scope is as follows:

2.2 Acceptance. Deliverables shall be subject to acceptance testing as mutually agreed in writing. If Party B reasonably rejects a Deliverable, Party A shall, at Party A's expense, correct and re-deliver the Deliverable within a reasonable time. Failure to reject within days shall constitute acceptance.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues for a period of (the "Initial Term"), unless earlier terminated in accordance with Section 3.2. Thereafter the Agreement shall .

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 days after written notice specifying the breach.

3.3 Effect of Termination. Upon termination, Party A shall deliver all completed Deliverables and invoice for all accrued fees through the effective date of termination. Sections relating to ownership, confidentiality, indemnification and limitation of liability shall survive termination.

4. FEES AND PAYMENT

4.1 Fees. In consideration for the Services, Party B shall pay Party A the fees set forth below. Total estimated fees: $ .

4.2 Payment Terms. Party A shall invoice Party B in accordance with the schedule described in the Services Description. Unless otherwise stated, amounts are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Obligation. Each Party shall hold Confidential Information of the other Party in strict confidence and shall not disclose it to any third party except to employees, agents and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.2 Permitted Disclosure. A receiving Party may disclose Confidential Information to the extent required by law, provided that, to the extent permissible, the receiving Party gives prompt written notice to the disclosing Party and reasonably cooperates with the disclosing Party's efforts to obtain confidential treatment or a protective order.

6. INTELLECTUAL PROPERTY

6.1 Pre-Existing IP. Each Party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement shall transfer ownership of pre-existing IP unless expressly set forth in writing.

6.2 Deliverables; Ownership. Unless otherwise agreed in writing, Party A hereby grants to Party B a perpetual, worldwide, non-exclusive, royalty-free license to use the Deliverables for its internal business purposes. If the Parties desire assignment of copyright in works-for-hire, they shall so indicate: assignment of copyright to Party B.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any law or contractual obligation of such Party.

7.2 Service Warranty. Party A warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards for similar services for a period of following delivery.

8. INDEMNIFICATION

8.1 Indemnification by Party A. Party A shall indemnify, defend and hold harmless Party B from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of Party A's negligent acts or willful misconduct or any claim that the Deliverables infringe a third party's intellectual property rights, provided Party B gives prompt written notice and cooperates in the defense.

8.2 Indemnification by Party B. Party B shall indemnify, defend and hold harmless Party A for claims arising from Party B's misuse of Deliverables or breach of representations in Section 7.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. Except for a Party's gross negligence, willful misconduct or indemnification obligations, neither Party shall be liable for consequential, incidental, special or punitive damages, including lost profits or lost business opportunities, even if advised of the possibility of such damages.

9.2 Cap on Liability. Except for breaches of confidentiality, indemnification obligations and willful misconduct, each Party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Party B to Party A in the preceding the claim.

10. COMPLIANCE WITH LAWS; INSURANCE

10.1 Compliance. Each Party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement.

10.2 Insurance. During the Term, each Party shall maintain insurance coverage appropriate to the obligations performed hereunder and shall provide certificates of insurance upon reasonable request.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below. Notices shall be effective upon receipt if delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

12. AMENDMENTS; WAIVER

12.1 Amendment. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

12.2 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that provision or any other provision.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of: , without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for purposes of adjudicating disputes arising under this Agreement, subject to any forum selection agreed in writing.

14. ENTIRE AGREEMENT

This Agreement, including the Services Description and any attachments specifically incorporated in writing, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS; EXECUTION

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. Electronic or facsimile signatures shall be binding and have the same effect as original signatures.

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