Legal WoPA Agreement

Legal WoPA Agreement

This Legal WoPA Agreement (the "Agreement") is made and entered into as of by and between Provider Name: , an entity organized as: Individual Corporation Limited Liability Company, with principal place of business at (hereinafter "Provider"); and Client Name: , an entity organized as: Individual Corporation Limited Liability Company, with principal place of business at (hereinafter "Client"). Provider and Client are collectively referred to as the "Parties" and individually as a "Party".

RECITALS

WHEREAS, Provider is engaged in the business of providing services, deliverables and related work product in the area described in the Work Order; and

WHEREAS, Client desires to engage Provider to perform certain work and to obtain assignment of intellectual property and other proprietary rights as set forth herein; and

WHEREAS, the Parties intend by this Agreement to set forth the terms and conditions governing the performance, acceptance, payment, confidentiality and ownership of the work product delivered under one or more Work Orders issued pursuant to this Agreement (collectively, the "WoPA").

NOW THEREFORE

In consideration of the mutual covenants and promises contained herein the Parties agree as follows:

1. DEFINITIONS

1.1 "Work Order" means any document, purchase order, statement of work or task order issued by Client and accepted by Provider that describes the Services, Deliverables, schedule and associated compensation. Each Work Order shall incorporate this Agreement by reference.

1.2 "Deliverables" means tangible items, software, designs, documentation, reports and other work product that Provider is required to deliver under a Work Order.

2. SCOPE OF SERVICES

Provider shall perform the Services and deliver the Deliverables described in each Work Order in a professional and workmanlike manner consistent with industry standards. The specific scope, milestones and acceptance criteria for the first Work Order are set forth below.

3. SCHEDULE, DELIVERY AND ACCEPTANCE

Provider shall commence work upon Client's issuance of a signed Work Order. Provider shall use commercially reasonable efforts to meet any delivery dates set forth in a Work Order. Proposed delivery date: . Client shall have days following delivery to review and accept or reject Deliverables in writing. Failure to provide timely written rejection shall constitute acceptance.

4. COMPENSATION AND PAYMENT

Client shall pay Provider the fees set forth in each Work Order. Fees shall be invoiced in accordance with the payment schedule in the applicable Work Order and are payable within days of Client's receipt of a correct invoice.

5. INTELLECTUAL PROPERTY AND ASSIGNMENT

5.1 Ownership. Except for Provider Background Technology, all right, title and interest in and to the Deliverables created specifically for Client pursuant to this Agreement, and all Intellectual Property Rights therein, shall be owned by Client upon full payment to Provider. Provider hereby irrevocably assigns, transfers and conveys to Client all such rights.

5.2 Provider Background Technology. Provider shall retain ownership of Provider Background Technology. Provider grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use any Provider Background Technology to the extent incorporated in the Deliverables. Describe any exceptions or retained rights:

5.3 Moral Rights. To the extent permitted by law, Provider hereby waives and agrees not to assert any moral rights or similar rights in the Deliverables against Client or its licensees.

6. CONFIDENTIALITY

Each Party shall keep confidential and not disclose to third parties any Confidential Information of the other Party except as permitted in this Agreement. Confidential Information shall include non-public business, technical and financial information, trade secrets and the terms of this Agreement. The confidentiality obligations shall continue for years following termination or expiration of this Agreement.

7. REPRESENTATIONS AND WARRANTIES

Provider represents and warrants that: (a) Provider has the full power and authority to enter into this Agreement and to perform the Services; (b) the Deliverables will conform to the specifications set forth in the applicable Work Order and will be free from material defects for a period of days following acceptance; and (c) delivery and use of the Deliverables as permitted by this Agreement will not infringe the intellectual property rights of any third party.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and representatives from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of its representations and warranties, negligence, willful misconduct, or any allegation that the Deliverables infringe a third party's intellectual property rights, provided that Client gives Provider prompt written notice of any such claim and cooperates in the defense.

9. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or indemnification obligations, neither Party's aggregate liability for any claim arising under or relating to this Agreement shall exceed or the total fees paid under the applicable Work Order, whichever is greater.

10. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until terminated by either Party upon days' prior written notice. Either Party may terminate for material breach if the breach remains uncured for days after written notice specifying the breach.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or as updated by a Party in writing). Notices shall be deemed given when delivered in person, when sent by certified mail, return receipt requested, or when sent by nationally recognized overnight courier.

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. A waiver of any breach or right under this Agreement must be in writing to be effective and shall not constitute a waiver of any other right or breach.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

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 (including scanned or electronic signature platforms) shall be binding.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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. This Agreement, together with all Work Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and representations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

The Parties acknowledge that they have had the opportunity to consult with counsel. No third party shall have rights hereunder except as expressly provided. Headings are for convenience only and shall not affect interpretation.

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