Legal Work Contract

LEGAL WORK CONTRACT

This Legal Work Contract ("Agreement") is made and entered into as of the day of , by and between Client Name: with principal place of business at , and Contractor Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to retain Contractor to perform certain professional services as set forth in this Agreement; and

WHEREAS, Contractor has the skills, experience, and qualifications necessary to provide such services and is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the performance of the services and the ownership of resulting deliverables.

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

1. SCOPE OF SERVICES

1.1 Services. Contractor shall perform the professional services described in the Statement of Work attached as Exhibit A or, if no exhibit is attached, as described below:

1.2 Deliverables. Contractor shall deliver to Client the deliverables identified in the Statement of Work in accordance with the schedule set forth therein. Any change to the scope, schedule or deliverables must be made in a written amendment executed by both parties.

2. TERM

This Agreement shall commence on the date first written above and continue for a period of months unless earlier terminated in accordance with Section 12.

3. COMPENSATION

3.1 Fees. Client shall pay Contractor the fees set forth below for the performance of the Services:

Standard Fee or Rate:

3.2 Payment Schedule. Contractor shall submit invoices in accordance with the following schedule:

4. EXPENSES

Client will reimburse Contractor for pre-approved, reasonable, and necessary out-of-pocket expenses incurred in connection with the performance of the Services. Reimbursement requires submission of itemized receipts and documentation with the invoice unless otherwise agreed in writing.

Reimbursable expenses are limited to:

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential.

5.2 Obligations. Each party shall (a) use Confidential Information only for the purposes of performing this Agreement; (b) restrict disclosure to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information.

5.3 Exclusions. Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and disclosure is limited to the required information.

6. INTELLECTUAL PROPERTY

6.1 Work Product. Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title and interest in and to all original work product, inventions, developments, designs, documentation and other materials created specifically for Client in performance of the Services ("Work Product"). Contractor agrees to execute such instruments and take such further actions as reasonably requested to effect, evidence or confirm Client's ownership.

6.2 Contractor Materials. Contractor retains ownership of materials and tools that are pre-existing and used to provide the Services, provided Contractor grants Client a non-exclusive, royalty-free license to use any incorporated Contractor materials only to the extent required to use the Work Product.

7. INDEPENDENT CONTRACTOR; TAXES

Contractor is an independent contractor and not an employee, partner, agent or joint venturer of Client. Contractor shall be solely responsible for payment of all federal, state and local taxes, contributions and premiums (including income taxes, social security, unemployment insurance and workers' compensation) arising from fees paid to Contractor.

8. INSURANCE

Contractor shall maintain and provide evidence of insurance coverage adequate for the performance of the Services, including general liability insurance with limits not less than and professional liability insurance as applicable.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) to the extent arising out of the indemnifying party's breach of this Agreement, willful misconduct or negligent acts in connection with the performance of this Agreement.

10. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE DATE OF THE CLAIM.

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

11.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Client shall pay Contractor for Services performed and unreimbursed expenses incurred through the effective date of termination. Contractor shall deliver to Client all Work Product completed as of the effective date of termination.

12. REMEDIES

The rights and remedies provided in this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity. In the event of a breach of the confidentiality or intellectual property provisions, monetary damages may be inadequate and the non-breaching party shall be entitled to seek injunctive relief in addition to other remedies.

13. NOTICES

All notices, requests, consents, approvals and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses below by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be effective upon receipt.

14. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver shall be effective unless in writing, and a waiver of any breach shall not be deemed a waiver of any subsequent breach.

15. 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.

16. ENTIRE AGREEMENT

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

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal 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 best effectuate the parties' intent.

18. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed binding.

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