Limited Liability Agreement

LIMITED LIABILITY AGREEMENT

This Limited Liability Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between Client Name: , a Corporation LLC Individual , organized under the laws of , with principal place of business at ; and Service Provider Name: , a Corporation LLC Individual , organized under the laws of , with principal place of business at . Each of the foregoing is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Party B provides certain services and/or products described in one or more statements of work, purchase orders, or similar instruments (each a "Statement of Work") and Party A desires to procure such services and/or products from Party B under terms that allocate and limit liability between the Parties; and

WHEREAS, the Parties wish to establish an express limitation and allocation of liability relating to losses, damages, and claims arising out of or in connection with the performance of services or delivery of products by Party B;

WHEREAS, the Parties intend that this Agreement shall control and supersede any conflicting limitations of liability in any Statement of Work or other agreement between the Parties unless expressly stated otherwise in writing signed by authorized representatives of both Parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claim" means any demand, suit, action, allegation, fine, penalty, or proceeding, whether civil, administrative, or criminal, asserted or commenced by any person or entity. "Losses" means damages, liabilities, costs, and expenses, including reasonable attorneys' fees and court costs.

2. LIMITATION OF LIABILITY

2.1 Except to the extent expressly excepted in Section 3 below, in no event shall either Party be liable to the other Party for any special, incidental, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of business, loss of use, or loss of data, whether based on contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such damages.

2.2 The aggregate liability of Party B to Party A for all Claims arising out of or relating to this Agreement, regardless of the form of action, shall not exceed the greater of (a) the cumulative fees actually paid by Party A to Party B under the applicable Statement of Work in the twelve (12) months preceding the Claim, or (b) $ .

3. EXCEPTIONS TO LIMITATION

3.1 The limitations set forth in Section 2 shall not apply to liability resulting from (a) damages arising from a Party's gross negligence or willful misconduct; (b) bodily injury (including death) or physical damage to real property; (c) breach of a Party's confidentiality obligations; or (d) indemnification obligations arising from third-party claims for intellectual property infringement where such indemnity is expressly provided under a Statement of Work.

4. INDEMNIFICATION

4.1 Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any and all third-party Claims and Losses arising out of the Indemnitor's breach of this Agreement, negligence, willful misconduct, or material violation of law; provided, however, that the Indemnitee shall promptly notify the Indemnitor in writing upon becoming aware of such Claim and shall reasonably cooperate in the defense and settlement of the Claim at the Indemnitor's expense.

5. INSURANCE

5.1 Each Party shall maintain at its own expense commercially reasonable insurance coverage appropriate to its business and the services provided hereunder, including but not limited to general liability and professional liability insurance where applicable. Upon request, either Party shall provide a certificate of insurance or other evidence reasonably acceptable to the requesting Party.

6. TERM AND TERMINATION

6.1 This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with this Section. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice of the breach.

6.2 Termination of this Agreement shall not relieve either Party of any liability that accrued prior to the effective date of termination or the indemnification obligations set forth herein.

7. CONFIDENTIALITY

7.1 Each Party shall maintain in confidence and not disclose to any third party any Confidential Information of the other Party, except as required by law or as necessary to perform under this Agreement. "Confidential Information" includes non-public business, technical, and financial information, and any other information designated as confidential.

8. REMEDIES

8.1 The Parties agree that the limitations and exclusions of liability set forth in this Agreement represent an agreed allocation of risk and reflect the consideration exchanged. Except as expressly provided, remedies under this Agreement are cumulative and in addition to any other remedies available at law or in equity.

9. NOTICES

9.1 All notices, requests, demands, and other communications pursuant to this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or such other address as a Party may designate in writing.

10. GOVERNING LAW

10.1 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 courts located in that State for any dispute arising under this Agreement.

11. ENTIRE AGREEMENT

11.1 This Agreement, together with any Statements of Work and schedules expressly incorporated herein, 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.

12. SEVERABILITY

12.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 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. The failure of either Party to enforce any right shall not be deemed a waiver of that right. 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.

14. MISCELLANEOUS

14.1 The Parties acknowledge that they have had the opportunity to consult with counsel and that the terms of this Agreement are the result of negotiation and shall not be construed against either Party as the drafter. Headings are for convenience only and shall not affect interpretation.

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