Legal TSW Agreement

LEGAL TSW AGREEMENT

This Technical Services and Work Agreement (the "Agreement") is made effective as of by and between Client Name: , a organized under the laws of ; and Service Provider Name: , a organized under the laws of (each a "Party" and collectively the "Parties").

Recitals

WHEREAS, Client desires to obtain certain technical services and work described herein to support Client's business operations; and

WHEREAS, Provider represents that Provider has the expertise, personnel, and resources to perform the services and deliverables described in this Agreement; and

WHEREAS, the Parties desire to define their respective rights and obligations with respect to the services, deliverables, payment, confidentiality and intellectual property.

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

1. Definitions

1.1 "Services" means the technical services and related work to be performed by Provider as described in Section 2. "Deliverables" means the tangible or digital outputs to be delivered to Client under this Agreement. "Confidential Information" has the meaning set forth in Section 7.

2. Scope of Services

Provider shall perform the Services and furnish the Deliverables described below in accordance with the schedule and specifications set forth herein.

3. Schedule

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 12.

4. Compensation and Payment

Client shall pay Provider the fees set forth below in consideration for the Services and Deliverables. Fees shall be payable in accordance with the invoicing and payment provisions set forth in this Section.

All invoices are due and payable within days of receipt. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Change Orders

Any change to the scope, Deliverables, schedule, or fees must be agreed in writing by the Parties in a change order specifying the change, adjustments to fees and schedule, and any other modifications. Provider shall not be required to perform changed work except pursuant to an executed change order.

6. Confidentiality

6.1 Each Party agrees to hold in confidence and not to use or disclose the other Party's Confidential Information except as necessary to perform its obligations under this Agreement. Confidential Information includes non-public business information, technical data, trade secrets, and other information the disclosing Party designates as confidential.

6.2 The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

7. Intellectual Property

7.1 Provider hereby assigns to Client all right, title and interest in and to the Deliverables, including any copyrights and other intellectual property rights created specifically for Client under this Agreement, upon full payment of all amounts due.

7.2 Notwithstanding the foregoing, Provider shall retain ownership of Provider's pre-existing materials, tools, methodologies, and general know-how. Provider grants Client a non-exclusive, perpetual, worldwide license to incorporate any pre-existing Provider materials only to the extent embedded in the Deliverables.

8. Warranties and Disclaimers

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of the foregoing warranty, Client's sole and exclusive remedy shall be re-performance of the deficient Services or, if Provider is unable to re-perform, a refund of fees paid for the deficient Services.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED or the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim, whichever is less.

10. Indemnification

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any third-party claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's breach of this Agreement, negligence, or willful misconduct. Provider shall also indemnify Client for claims that the Deliverables, as furnished, infringe a third party's patent, copyright or trade secret.

11. Termination

Either Party may terminate this Agreement for material breach by the other Party that remains uncured for a period of days after written notice specifying the breach. Additionally, Client may terminate for convenience upon days' prior written notice to Provider, in which case Provider shall be entitled to payment for all Services performed and reasonable costs incurred through the effective date of termination.

12. Notices

All notices required or permitted 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.

13. Amendments and Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure to enforce any provision will not constitute a waiver of future enforcement.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

15. Entire Agreement

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

16. Severability

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the Parties' intent to the fullest extent permitted by law.

17. Counterparts

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. Signatures delivered by electronic means shall be deemed to be original signatures.

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