Legal XP1 Form

LEGAL XP1 FORM

This Legal XP1 Form (this Agreement) is entered into as of Effective Date: by and between Client Name: , an entity organized as Entity Type: Individual Corporation LLC Partnership and Provider Name: , an entity organized as Entity Type: Individual Corporation LLC Partnership .

RECITALS

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

WHEREAS, the parties intend that all intellectual property created or developed by Provider under this Agreement be owned by Client as specified in the assignment provisions below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation, confidentiality and assignment of intellectual property.

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

1. DEFINITIONS

1.1 "Deliverables" means the tangible work product and documented output to be delivered by Provider to Client as described in Section 2 and Exhibit A (if any). Deliverables shall include all reports, designs, code, documentation and other materials created pursuant to this Agreement.

1.2 "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

Provider shall perform the services and produce the Deliverables described in the Scope of Work below. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

3. COMPENSATION; PAYMENT

Client shall pay Provider the fees set forth below in consideration for the Services. Fees are exclusive of taxes unless otherwise stated. Provider shall submit invoices in accordance with the schedule below and Client shall pay undisputed amounts within the Payment Terms.

4. DELIVERABLE SCHEDULE

Provider shall deliver the Deliverables in accordance with the schedule below. Time is of the essence for delivery dates material to Client's business needs.

5. INTELLECTUAL PROPERTY; ASSIGNMENT

5.1 Ownership. Except as expressly provided otherwise in writing, all right, title and interest in and to the Deliverables, and all Intellectual Property Rights embodied therein or arising from the Services, shall be the sole and exclusive property of Client. Provider hereby assigns and agrees to assign to Client all right, title and interest in and to any and all such Intellectual Property Rights.

5.2 Moral Rights; Further Assurances. To the extent permitted by law, Provider waives any moral rights in the Deliverables and agrees to execute and deliver any documents reasonably necessary to effectuate the assignment of rights contemplated by this Agreement.

6. CONFIDENTIALITY

Each party shall maintain in confidence and not disclose to any third party any Confidential Information of the other party, except as necessary to perform under this Agreement or as required by law. Recipient shall use at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they retain trade secret status under applicable law.

7. REPRESENTATIONS AND WARRANTIES

Provider represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the Services and Deliverables will not infringe or misappropriate the intellectual property rights of any third party; and (c) the Services will be performed in a professional manner consistent with industry standards.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Provider's breach of representations, warranties, or willful misconduct. Client shall indemnify Provider for claims arising from Client's gross negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. TERM; TERMINATION

This Agreement commences on the Effective Date and continues until completion of the Deliverables or earlier termination as provided herein. Either party may terminate this Agreement upon thirty (30) days' written notice for convenience. Termination for cause shall be effective upon written notice if the other party fails to cure a material breach within fifteen (15) days of written notice.

Upon termination, Provider shall deliver to Client all completed Deliverables and work in progress and Client shall pay Provider for all Services performed through the effective date of termination in accordance with the Payment Terms.

10. 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 nationally recognized overnight courier to the addresses set forth below (or such other address as either party may designate by notice).

11. GOVERNING LAW; VENUE

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 any action arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits or attachments hereto, 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 oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

14. SURVIVAL

The provisions of Sections 5 (Intellectual Property; Assignment), 6 (Confidentiality), 7 (Representations and Warranties), 8 (Indemnification; Limitation of Liability), 11 (Governing Law; Venue) and 12 (Entire Agreement; Severability) shall survive expiration or termination of this Agreement.

ADDITIONAL PROVISIONS

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