Legal Terms of Condition

LEGAL TERMS OF CONDITION

This Legal Terms of Condition (the "Agreement") is entered into as of Effective Date: by and between Provider Name: whose principal place of business is located at and Client Name: whose principal place of business is located at . Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing the products and services described in this Agreement and possesses certain technical, operational, and professional expertise useful to the Client; and

WHEREAS, Client desires to engage Provider and Provider agrees to provide such services on the terms and conditions set forth below; and

WHEREAS, the Parties intend that the rights and obligations of each Party concerning confidentiality, use of deliverables, compensation, and allocation of risk be set forth herein.

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

1. DEFINITIONS

1.1 "Agreement" means these Legal Terms of Condition and any appended schedules or written amendments executed by the Parties. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. "Services" means the scope of work to be provided by Provider as described in Section 2 and in the Services Description field below.

2. SCOPE OF RIGHTS AND SERVICES

2.1 Provider shall perform the Services with professional skill and care in accordance with industry standards. Provider grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes and subject to the restrictions set forth in Section 3.

2.2 Deliverables shall be deemed accepted when Client provides written acceptance or fails to provide written objections within fifteen (15) days after delivery. Any objections must identify the specific nonconformity and proposed remedy.

3. USE RESTRICTIONS

3.1 Client shall not, and shall not permit any third party to, (a) copy, modify, sublicense, distribute, or create derivative works of the deliverables except as expressly permitted in this Agreement; (b) remove or alter any proprietary notices; or (c) use the deliverables in any manner that violates applicable law.

4. FEES, EXPENSES AND PAYMENT

4.1 As compensation for the Services, Client shall pay Provider the fees set forth below and in any accepted statement of work. Fees are exclusive of applicable taxes unless otherwise stated.

5. CONFIDENTIALITY

5.1 Each Party shall hold the other Party's Confidential Information in strict confidence and shall not disclose it except to employees, contractors, or advisors with a need to know, who are bound to protect such information. The receiving Party shall use at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

6. WARRANTIES; DISCLAIMER

6.1 Provider represents that it will perform Services in a professional manner consistent with general industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY

7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR , WHICHEVER IS GREATER.

8. INDEMNIFICATION

8.1 Each Party (the "Indemnitor") shall indemnify, defend, and hold harmless the other Party and its affiliates from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from Indemnitor's breach of this Agreement, negligence, or willful misconduct.

9. TERM AND TERMINATION

9.1 This Agreement shall commence on the Effective Date and shall continue for an initial term of months, unless earlier terminated as provided herein. Either Party may terminate for material breach if the breaching Party fails to cure within thirty (30) days after written notice.

10. NOTICES

10.1 All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

11.3 Amendments and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right will operate as a waiver.

11.4 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 shall negotiate in good faith a valid substitute provision that most nearly effects the original intent.

11.5 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 by electronic transmission shall be valid and binding.

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