Legal TES Contract Agreement

LEGAL TES CONTRACT AGREEMENT

This Legal TES Contract Agreement ("Agreement") is entered into as of by and between Service Provider: , located at ("Service Provider"), and Client: , located at ("Client"). The Service Provider and Client are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Service Provider possesses expertise in technical evaluation and support services described as TES services and desires to provide such services to Client; and

WHEREAS, Client desires to engage Service Provider to perform the TES services for the Project described as ; and

WHEREAS, the Parties intend to set forth the terms and conditions under which Service Provider will perform the TES services and Client will compensate Service Provider.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the technical evaluation, testing, support, configuration, installation, documentation, and related activities described in Section 2 and Schedule A (if any).
1.2 "Deliverables" means the tangible work product and reports delivered to Client under this Agreement as described in Section 2.2.
1.3 "Confidential Information" means nonpublic information disclosed by one Party to the other, including trade secrets, technical data, business plans, customer information, and other information reasonably understood to be confidential.

2. SCOPE OF SERVICES

2.1 Services. Service Provider will perform the Services described in the statement of work below and in any written work order executed by the Parties. The Parties may attach additional statements of work that become part of this Agreement by reference.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement begins on and continues until unless earlier terminated in accordance with this Section 3.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon providing the other Party with days' prior written notice.

3.3 Termination for Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

4. COMPENSATION; PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth in the payment schedule below. Unless otherwise set forth, fees are due within days of invoice receipt.

4.2 Expenses. Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Services upon receipt of appropriate documentation.

5. CONFIDENTIALITY

5.1 Protection. Each Party shall maintain the other's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Exclusions. Confidential Information does not include information that is (a) publicly known at the time of disclosure, (b) rightfully received from a third party without restriction, (c) independently developed without use of the other Party's Confidential Information, or (d) required to be disclosed by law, provided the disclosing Party provides prompt notice to permit a protective order.

5.3 Duration. The obligations of confidentiality will survive termination of this Agreement for a period of years.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-Existing IP. Each Party retains all right, title and interest in and to its pre-existing intellectual property and tools, including improvements and derivatives thereof.

6.2 Ownership of Deliverables. Unless otherwise agreed in writing, Service Provider assigns to Client all worldwide right, title and interest in and to the Deliverables created specifically for Client under this Agreement, subject to Service Provider's retention of its pre-existing tools, software, and methodologies.

6.3 License to Background Technology. To the extent Service Provider's pre-existing technology is incorporated into Deliverables, Service Provider grants Client a perpetual, non-exclusive, royalty-free license to use such background technology solely as embedded in the Deliverables for Client's internal business purposes.

7. WARRANTIES; DISCLAIMERS

7.1 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Client's exclusive remedy will be re-performance of the deficient Services or, if Service Provider cannot or does not promptly re-perform, a refund of fees paid for the deficient Services.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 By Service Provider. Service Provider shall indemnify, defend and hold Client harmless from and against any third-party claims arising out of Service Provider's gross negligence or willful misconduct in performing the Services.

8.2 By Client. Client shall indemnify, defend and hold Service Provider harmless from and against any third-party claims arising from Client's breach of this Agreement or Client-provided materials.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE MONTHS PRECEDING THE CLAIM.

10. INSURANCE

Service Provider shall maintain, at its expense, commercial general liability insurance and professional liability (errors and omissions) insurance with limits not less than per occurrence, and shall provide certificates of insurance upon Client's reasonable request.

11. NOTICES

All notices under this Agreement must be in writing and sent to the addresses below by certified mail, nationally recognized courier, or email (with confirmation). Notices are effective upon receipt.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles. The Parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

13. ENTIRE AGREEMENT; AMENDMENT; WAIVER

This Agreement, including all schedules and statements of work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No waiver of any provision will be effective unless in writing and signed by the Party waiving compliance.

14. 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 to replace the invalid provision with a valid provision that, to the extent possible, achieves the original business purpose.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Signatures delivered by electronic means shall be deemed original signatures.

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