Legal Terms of Service Agreement

LEGAL TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement ("Agreement") is entered into as of by and between Provider Name: , an entity type Corporation LLC Individual, organized under the laws of , with principal place of business at (\"Provider\"), and Client Name: , an entity type Corporation LLC Individual, organized under the laws of , with principal place of business at (\"Client\"). Provider and Client may be referred to herein collectively as the "Parties" and individually as a "Party".

RECITALS

WHEREAS, Provider is engaged in the business of providing the services described in Section 2 of this Agreement and possesses specialized expertise and personnel necessary to perform such services; and

WHEREAS, Client desires to engage Provider to perform certain services subject to the terms and conditions set forth in this Agreement and Provider is willing to provide such services on the terms herein; and

WHEREAS, the Parties intend that this Agreement set forth the full understanding between them regarding the provision of services and the allocation of rights and obligations arising from such services.

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

For purposes of this Agreement, the following terms have the meanings set forth below: "Services" means the tasks and deliverables described in Section 2; "Confidential Information" means all nonpublic information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential; "Deliverables" means tangible or intangible items provided to Client as a result of the performance of the Services.

2. SERVICES

Provider shall perform the services described as follows:

Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Provider shall assign qualified personnel and shall be responsible for the supervision, direction and payment of its personnel.

3. FEES AND PAYMENT

Client shall pay Provider the fees for the Services as set forth below. Unless otherwise agreed in writing, all fees are due within the payment period specified below measured from the date of Provider's invoice.

4. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for an initial period of months, 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 this Agreement for material breach by the other Party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

5. CONFIDENTIALITY

Each Party shall maintain the confidentiality of the other Party's Confidential Information and shall not disclose it to any third party except as necessary to perform this Agreement or as required by law. The receiving 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.

6. INTELLECTUAL PROPERTY

Except for materials provided by Client, all intellectual property rights in any work product, Deliverables and developments resulting from the Services shall be owned by Provider until payment in full for such Deliverables has been received, at which time ownership shall transfer to Client to the extent expressly provided in writing. Provider retains a perpetual, irrevocable, royalty-free license to use its general know-how, methodologies and pre-existing materials.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full corporate or organizational right, power and authority to enter into and perform this Agreement. Provider represents that the Services will be performed in a professional and workmanlike manner in accordance with applicable industry standards.

8. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of Section 5 (Confidentiality) or indemnification obligations, neither Party shall be liable to the other for any indirect, incidental, special or consequential damages, including lost profits, arising out of or related to this Agreement, even if advised of the possibility of such damages. The aggregate liability of either Party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

9. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Client's use of the Deliverables, Client's breach of this Agreement, or Client-provided materials. Provider shall indemnify Client for third-party claims to the extent arising from Provider's breach of the representations set forth in Section 7.

10. DATA PROTECTION AND SECURITY

Each Party shall implement reasonable administrative, physical and technical safeguards to protect personal data processed in connection with the Services. Provider shall promptly notify Client of any security incident affecting Client data and shall cooperate in good faith in the investigation and remediation of any such incident.

11. COMPLIANCE WITH LAW

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including export control, privacy and anti-corruption laws.

12. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may specify by notice in accordance with this Section.

13. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

The Parties acknowledge that each has had the opportunity to consult with counsel and that any rule construing ambiguities against the drafter shall not apply. Headings are for convenience only and shall not affect interpretation.

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