SRA Legal Agreement

SRA Legal Agreement

This SRA Legal Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , an entity organized as with principal place of business at ; and Service Provider Name: , an entity organized as with principal place of business at (each a "Party" and collectively, the "Parties").

RECITALS

WHEREAS, Client desires to engage Provider to perform certain services as set forth herein and Provider agrees to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the Parties intend to set forth the scope, compensation, confidentiality rules, and other obligations governing their relationship in a single integrated agreement;

WHEREAS, the Parties desire that this Agreement define the rights and remedies available to each Party in the event of breach, termination, or dispute;

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a Party that is identified as confidential or, by its nature, should reasonably be understood to be confidential, including business plans, financial data, technical information, trade secrets, and customer lists, whether disclosed orally, visually, or in writing.

1.2 "Services" means the services described in Section 2 and any statement of work or schedule appended hereto and incorporated by reference.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the Service Description below in a professional and workmanlike manner consistent with industry standards. Provider shall supply qualified personnel, equipment and materials necessary for performance.

3. FEES AND PAYMENT

3.1 Client shall pay Provider the fees specified below in accordance with the schedule set forth. Unless otherwise specified, all fees are payable in United States dollars and are exclusive of applicable taxes.

3.2 Invoices are due and payable within the number of days set forth in the invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. CONFIDENTIALITY

4.1 Each receiving Party shall maintain Confidential Information in strict confidence, shall not use Confidential Information except to perform its obligations under this Agreement, and shall not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

4.2 Confidential Information shall not include information that is (a) now or subsequently becomes publicly available through no fault of the receiving Party; (b) rightfully received from a third party without breach of any obligation of confidentiality; or (c) independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and shall continue until the Termination Date specified below or until earlier terminated as provided herein.

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

5.3 Effect of Termination. Upon termination, Client shall pay Provider for Services performed through the effective date of termination and Provider shall promptly deliver all work product, whether complete or partial, to Client. Sections dealing with confidentiality, indemnification, payment of accrued amounts, and limitation of liability shall survive termination.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each Party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that the execution and performance of this Agreement will not violate any agreement to which it is a party.

6.2 Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

7. INDEMNIFICATION

7.1 Provider shall indemnify, defend and hold harmless Client from and against any third party claim, action or proceeding arising out of Provider's gross negligence or willful misconduct in the performance of the Services, provided Client gives Provider prompt written notice of any such claim and cooperates in the defense at Provider's expense.

7.2 Client shall indemnify, defend and hold harmless Provider from and against any third party claim arising out of Client's breach of this Agreement or Client's gross negligence or willful misconduct.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, courier, or email (with confirmation). Notices are effective upon receipt.

10. ASSIGNMENT; NO WAIVER

Neither Party may assign this Agreement or any of its rights or obligations without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets or equity interests. No waiver of any breach shall be effective unless in writing.

11. 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 laws principles.

12. ENTIRE AGREEMENT

This Agreement, together with any exhibits and statements of work executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

14. AMENDMENTS; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation. The Parties acknowledge that they have had the opportunity to negotiate the terms and to seek independent legal advice prior to execution.

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