Legal TPS Agreement

LEGAL TPS AGREEMENT

This Legal TPS Agreement (the "Agreement") is made as of by and between Client Name: , a , with principal place of business at ("Client"), and Service Provider Name: , a , with principal place of business at ("Provider").

RECITALS

WHEREAS, Client desires to engage Provider to perform certain third-party services described herein and Provider is willing to provide such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that Provider may perform services through third-party subcontractors, subject to the terms of this Agreement, and that Client will receive the benefit of services delivered by Provider and its authorized third parties;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, intellectual property ownership and risk allocation arising from the provision of such services.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the tasks, deliverables and ancillary activities to be performed by Provider as described in Section 2 and in the Services Statement appended or incorporated herein. Provider shall provide Services in a professional and workmanlike manner in accordance with industry standards.

1.2 "Deliverables" means the tangible outputs to be delivered to Client as a result of the Services, as specified in the Services Statement.

2. SCOPE OF SERVICES

3. TERM

3.1 The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 13.

4. COMPENSATION

5. INVOICING; EXPENSES

Provider shall invoice Client in accordance with the payment schedule set forth in Section 4. Client shall pay all undisputed invoices within days of receipt. Pre-approved reimbursable expenses will be invoiced separately and supported by reasonable documentation.

6. CONFIDENTIALITY

The receiving party shall not use or disclose Confidential Information except as necessary to perform this Agreement and shall protect such information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that is (a) in the public domain through no fault of the receiving party; (b) rightfully obtained from a third party without restriction; or (c) independently developed without use of the disclosing party's Confidential Information.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to Deliverables created specifically for Client under this Agreement, subject to Client's payment of all sums due. Provider retains ownership of its pre-existing tools, methods, know-how and software (collectively, "Provider Materials"), and grants Client a non-exclusive, non-transferable license to use Provider Materials only to the extent incorporated in Deliverables.

8. DATA PROTECTION

Each party shall implement and maintain technical and organizational measures appropriate to the nature of the data to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. Provider shall process personal data only on documented instructions of Client and shall ensure confidentiality of personnel processing such data.

9. WARRANTIES; DISCLAIMER

Provider represents and warrants that (a) it has the full right and authority to enter into this Agreement; (b) Services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) Deliverables will materially conform to the specifications set forth in the Services Statement for a period of sixty (60) days following delivery. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, AND EACH DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising from (a) Provider's breach of its representations, warranties or obligations under this Agreement; or (b) Provider's negligence or willful misconduct in performing the Services. Client shall promptly notify Provider of any claim for which indemnification is sought and shall reasonably cooperate in the defense.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

12. INSURANCE

Provider shall, at its expense, maintain insurance coverage appropriate to the Services, including commercial general liability and professional liability insurance with limits not less than those set forth below and shall, upon request, provide certificates of insurance evidencing such coverage.

13. TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. Either party may terminate for convenience upon days' prior written notice. Upon termination Provider shall deliver all completed Deliverables and invoice for Services performed through the effective date of termination; Client shall pay all undisputed amounts in accordance with Section 4.

14. NOTICES

All notices required or permitted under this Agreement 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 such other address as a party may designate by notice in accordance with this Section).

15. MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law rules.

Entire Agreement: This Agreement, together with any statements of work and attachments incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendments; Waiver: No amendment or modification of this Agreement shall be effective unless in writing signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall constitute a waiver of that right.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the extent possible, achieves the original intent of the parties.

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 means shall be deemed originals for all purposes.

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