Tyler Legal Agreement

TYLER LEGAL AGREEMENT

This Tyler Legal Agreement ("Agreement") is made and entered into as of , (the "Effective Date"), by and between Tyler Name: , with principal address at , and Counterparty Name: , with principal address at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Tyler Name is engaged in the business of providing legal, advisory, consulting and related services as more particularly described herein; and

WHEREAS, Counterparty Name desires to retain Tyler Name to perform certain services and Tyler Name agrees to perform such services for compensation on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties seek to set forth their respective rights and obligations with respect to the performance of services, exchange of confidential information, and allocation of intellectual property and liability.

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

1. DEFINITIONS

1.1 "Services" means the tasks, deliverables and professional activities to be provided by Tyler Name to Counterparty Name as described in Section 2 and Attachment A (if any). "Confidential Information" means non-public information disclosed by a Party to the other Party, whether in writing, orally, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Other terms used in this Agreement shall have the meanings set forth in the text where first used.

2. SCOPE OF SERVICES

2.1 Tyler Name shall provide the following Services to Counterparty Name:

2.2 Tyler Name shall perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards. Counterparty Name shall provide timely cooperation, access to information and such approvals as reasonably necessary for performance.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on , and continue until , , unless earlier terminated as provided herein.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within thirty (30) days after written notice specifying the breach.

3.3 Termination for Convenience. Either Party may terminate this Agreement without cause upon sixty (60) days' prior written notice to the other Party, subject to payment for Services performed through the effective date of termination.

4. COMPENSATION

4.1 Fees. In consideration for the Services, Counterparty Name shall pay Tyler Name the fees described below and in Attachment B (if any).

4.2 Expenses. Unless otherwise agreed in writing, Counterparty Name shall reimburse Tyler Name for reasonable, preapproved out-of-pocket expenses incurred in connection with the performance of the Services.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each Party agrees to hold Confidential Information of the other Party in strict confidence and to use such information solely for the purposes of performing obligations under this Agreement. Confidential Information shall not include information that is (a) generally known to the public through no fault of the receiving Party; (b) rightfully received from a third party without breach of an obligation of confidentiality; or (c) independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

5.2 Duration. The confidentiality obligations set forth in this Section 5 shall survive termination of this Agreement for a period of months from the date of disclosure.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as explicitly agreed in writing, Tyler Name shall retain ownership of pre-existing intellectual property and methodologies. All deliverables specifically created by Tyler Name for Counterparty Name in the performance of this Agreement shall be treated as Work Made for Hire to the extent permitted by applicable law. To the extent a deliverable does not qualify as Work Made for Hire, Tyler Name shall assign to Counterparty Name all right, title and interest in such deliverables upon full payment of amounts due.

6.2 License Back. Tyler Name shall retain a nonexclusive, royalty-free, worldwide license to use general ideas, techniques and know-how developed or used in performance of the Services, provided such use does not disclose Counterparty Name's Confidential Information or infringe any assigned rights.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that (a) it has the full power and authority to enter into this Agreement; (b) this Agreement, when executed, will constitute a valid and binding obligation of such Party enforceable in accordance with its terms; and (c) the execution and performance of this Agreement will not violate any applicable law or contractual obligation.

8. INDEMNIFICATION

8.1 By Tyler Name. Tyler Name shall indemnify, defend and hold harmless Counterparty Name from and against third-party claims arising out of Tyler Name's gross negligence or willful misconduct in the performance of the Services.

8.2 By Counterparty Name. Counterparty Name shall indemnify, defend and hold harmless Tyler Name from and against third-party claims arising out of Counterparty Name's breach of this Agreement, negligent or intentional misuse of deliverables, or its violation of applicable law.

9. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or indemnification obligations, neither Party shall be liable for indirect, incidental, special or consequential damages, including lost profits. The aggregate liability of each Party under this Agreement shall not exceed the total amounts paid to Tyler Name under this Agreement during the twelve (12) month period preceding the claim.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, reputable overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended only by a written instrument executed by duly authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, nor shall a single or partial exercise of any right preclude further exercise of that right.

11.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding and treated as original signatures.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law rules.

12.2 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the Parties' original intent.

12.3 Entire Agreement. This Agreement, together with any attachments or schedules 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.

13. MISCELLANEOUS

13.1 Assignment. Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that Tyler Name may assign its rights to a successor in connection with a merger or sale of substantially all of its assets.

13.2 Independent Contractor. Tyler Name is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture or agency between the Parties.

13.3 Publicity. Neither Party shall issue any press release or make any public announcement relating to this Agreement without the other Party's prior written consent, except as required by law.

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