Proposed Legal Agreement

PROPOSED LEGAL AGREEMENT

This Proposed Legal Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: . Each of the foregoing is referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client seeks to retain Service Provider to perform certain services described herein, and Service Provider has represented that it has the expertise, personnel and resources necessary to perform such services in accordance with the terms of this Agreement;

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will perform the services and deliverables and the compensation, confidentiality and related obligations applicable to the Parties;

WHEREAS, the Parties intend for this Agreement to govern their rights and obligations with respect to the subject matter hereof and to provide a basis for continuing cooperation between them.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the services to be provided by Service Provider as set forth in Section 2 and the Statement of Work attached hereto or later agreed in writing. "Deliverables" means tangible work product delivered to Client as set forth in the applicable Statement of Work.

1.2 Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the applicable Statement of Work or as otherwise agreed in writing by the Parties.

2. SCOPE OF SERVICES

Service Provider shall perform the Services described in the following statement. Service Provider shall use commercially reasonable efforts, skill and care in the performance of the Services in accordance with industry standards.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth below and in each applicable Statement of Work. Fees are exclusive of applicable taxes and expenses unless otherwise stated.

3.2 Late Payment. Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for reasonable collection costs and attorneys' fees in the event of nonpayment.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on Term Start Date: and shall continue for an initial period of months unless earlier terminated in accordance with this Agreement.

4.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days after written notice of such breach.

4.3 Effect of Termination. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential.

5.2 Obligations. Each Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except to its employees, contractors and advisors who need to know and are bound by confidentiality obligations; and (c) use Confidential Information solely for performance under this Agreement.

5.3 Exceptions. Confidential Information does not include information that is or becomes public through no fault of the receiving Party, that was rightfully known prior to disclosure, or that is independently developed without use of the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Preexisting Materials. Each Party retains all right, title and interest in and to its preexisting intellectual property. No license to such preexisting intellectual property is granted except as expressly set forth in this Agreement.

6.2 Deliverables. Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to the Deliverables, and Service Provider shall execute all instruments reasonably requested to effect such assignment.

7. WARRANTIES AND DISCLAIMERS

7.1 Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Client's sole and exclusive remedy shall be re-performance of the deficient Services or, if Service Provider fails to re-perform, a refund of the fees paid for the deficient Services.

7.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING.

8. INDEMNIFICATION

8.1 Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and employees from and against any third party claims arising from the indemnifying Party's gross negligence, willful misconduct or breach of its obligations under this Agreement.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt. Notices are effective upon receipt.

12. AMENDMENTS; WAIVER

12.1 No amendment or modification of this Agreement shall be valid unless set forth in a written instrument signed by authorized representatives of both Parties.

12.2 No waiver of any breach or right under this Agreement shall be effective unless in writing and signed by the Party granting the waiver; the waiver of any breach shall not constitute a waiver of any subsequent breach.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, including all statements of work and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or understandings, whether oral or written.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute provision to effect the original intent.

15. COUNTERPARTS

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

ADDITIONAL PROVISIONS

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