Legal Terms of Agreement

LEGAL TERMS OF AGREEMENT

This Legal Terms of Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: (hereinafter "Party A"), and Service Provider Name: (hereinafter "Party B"). Party A and Party B are collectively referred to as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Party A desires to engage Party B to perform certain services and Party B is willing to provide such services subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties acknowledge that the services to be performed require the exchange of information and that certain information shall be treated as confidential and proprietary; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the services, payment, confidentiality, intellectual property, indemnity, and other matters herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: (a) "Confidential Information" means all non-public information disclosed by a disclosing Party to the receiving Party, whether in oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential; (b) "Deliverables" means all work product, reports, documentation, software, designs and other materials delivered by Party B to Party A in connection with the Services; and (c) "Services" means the scope of work described in Section 2 below.

2. SCOPE OF SERVICES

Party B shall perform the services described as follows:

3. TERM; TERMINATION

This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with this Section. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for material breach by the other Party if the breach remains uncured for thirty (30) days after receipt of written notice specifying the breach.

4. COMPENSATION

As consideration for the Services, Party A shall pay Party B the fees set forth below in accordance with the payment terms. All fees are payable in U.S. dollars unless otherwise agreed in writing.

5. CONFIDENTIALITY

Each Party agrees to hold in confidence and not to disclose or use any Confidential Information of the other Party except as necessary to perform its obligations under this Agreement. The receiving Party shall take reasonable measures to protect Confidential Information, not less than those measures it uses to protect its own confidential information of a similar nature. Confidential Information does not include information that (a) is or becomes generally available to the public other than by disclosure in breach of this Agreement, (b) becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party, or (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Party B assigns to Party A all right, title and interest in and to the Deliverables, including all intellectual property rights therein, subject to Party B's right to use underlying general skills, ideas, know-how and techniques. Party B warrants that Deliverables will not infringe third-party intellectual property rights and agrees to indemnify Party A for any claim alleging such infringement, subject to the limitations set forth herein.

7. REPRESENTATIONS; WARRANTIES; DISCLAIMER

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Party B represents that the Services shall be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnitor's breach of this Agreement, or (b) the Indemnitor's negligent acts or willful misconduct in connection with performance under this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR BODILY INJURY OR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INFRINGEMENT CLAIMS SUBJECT TO INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY PARTY A TO PARTY B UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. NOTICES

All notices, demands or other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by overnight courier to the addresses set forth below or to such other address as a Party may designate by notice to the other Party in accordance with this Section.

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted. The failure of a Party to exercise any right or remedy shall not constitute a waiver of that right or remedy.

12. 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 without consent to a successor entity in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

13. 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 or facsimile shall be deemed to be original signatures for all purposes.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law provisions. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether written or oral. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

15. MISCELLANEOUS

The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. The obligations, rights and remedies provided by this Agreement are cumulative and are in addition to any other rights or remedies provided by law.

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