Legal TMA Agreement

LEGAL TMA AGREEMENT

This Transition and Maintenance Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: (Client) and Service Provider Name: (Provider). Client and Provider may each be referred to herein as a Party and collectively as the Parties.

RECITALS

WHEREAS, Client requires transition, ongoing maintenance, support and related management services concerning certain systems, software, data or operations described as: ;

WHEREAS, Provider represents that it has the experience and expertise to perform the Transition and Maintenance Services described in this Agreement and will perform such services in accordance with the terms set forth herein; and

WHEREAS, the Parties desire to set forth their mutual responsibilities, service scope, payment terms, confidentiality, ownership of deliverables and other terms with respect to the transition and maintenance engagement.

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

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. "Services" means the transition, maintenance, support, configuration, monitoring and other services to be performed by Provider as described in Section 2 and in the Services Description. "Deliverables" means tangible or intangible items, including documentation, reports or software, delivered to Client in connection with the Services. Terms defined elsewhere in this Agreement have the meanings ascribed to them where so defined.

2. SCOPE OF SERVICES

Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Provider shall comply with Client's reasonable operational policies where applicable and shall coordinate with Client's designated representatives identified below.

3. TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate immediately upon written notice for material breach by the other Party that remains uncured for thirty (30) days following receipt of written notice specifying the breach.

Upon termination, Provider shall deliver all Deliverables completed as of the effective date of termination and, to the extent applicable, reasonably cooperate with Client to effect an orderly transition of Services back to Client or to a successor provider. Client shall pay Provider for Services performed and expenses incurred through the effective date of termination, subject to any dispute rights herein.

4. FEES AND PAYMENT

Provider shall invoice Client in accordance with the invoicing frequency of . Unless otherwise agreed, payment is due within days from Client's receipt of a properly rendered invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each Party acknowledges that it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that a reasonable person would understand to be confidential under the circumstances. Each Party shall: (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (c) take reasonable measures to protect such Confidential Information from unauthorized use or disclosure. Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except for trade secret information which shall be protected for so long as it qualifies as a trade secret under applicable law.

6. INTELLECTUAL PROPERTY

As between the Parties, Client retains all right, title and interest in Client's pre-existing intellectual property and data. Provider shall retain ownership of its pre-existing tools, methodologies, know-how and intellectual property. Unless otherwise agreed in writing, all Deliverables created specifically for Client in the performance of the Services shall be deemed Work Product and, upon full payment, Provider hereby assigns to Client all right, title and interest in such Work Product. To the extent any Work Product does not qualify as a work made for hire, Provider hereby assigns all right, title and interest to Client.

Provider shall retain a non-exclusive, royalty-free license to use general technical knowledge, skills and expertise acquired while performing the Services, provided such use does not disclose Client Confidential Information or Deliverables.

Provider acknowledges that Deliverables shall be treated as work made for hire to the fullest extent permitted by law; if any assignment is necessary, Provider will execute instruments of assignment upon Client's request.

7. WARRANTIES; DISCLAIMER

Provider warrants that (a) it will perform Services in a professional and workmanlike manner consistent with industry standards, and (b) for a period of days after delivery, defect corrections will be performed at no additional charge if caused by Provider's failure to provide Services in accordance with this Agreement. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses arising out of Provider's negligence, willful misconduct or breach of this Agreement, including intellectual property infringement claims arising from Provider's Deliverables. Client shall indemnify Provider to the extent a claim arises from Client's negligence, willful misconduct or breach.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM, OR , WHICHEVER IS LESS.

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. INSURANCE

11. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including data protection and export control laws applicable to the Services and Deliverables.

12. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses specified below by personal delivery, nationally recognized courier, certified mail (return receipt requested) or email with confirmation of receipt.

13. ASSIGNMENT

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided that either Party may assign this Agreement without consent in connection with a merger, sale of substantially all assets or change of control.

14. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party; a waiver of any breach shall not constitute a waiver of any subsequent breach.

15. SEVERABILITY

If any provision of this Agreement is found 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 most nearly reflects the Parties' intent.

16. 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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes.

17. ENTIRE AGREEMENT; COUNTERPARTS

This Agreement, together with any attachments or appendices expressly incorporated herein, 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 written or oral. 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.

18. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Any notice required hereunder shall be deemed effective upon receipt. The Parties acknowledge that each has had the opportunity to review this Agreement with counsel.

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