Aveera Legal Agreement

AVEERA LEGAL AGREEMENT

This Agreement is made and entered into as of Effective Date: by and between Aveera Legal Services, LLC, with principal place of business at ("Aveera"), and Client Name: , a with principal place of business at ("Client").

RECITALS

WHEREAS, Aveera provides legal services, consultation, and related deliverables in accordance with professional standards; and

WHEREAS, Client desires to engage Aveera to perform certain services described in this Agreement and Aveera is willing to perform such services under the terms and conditions set forth herein.

WHEREAS, the parties intend by this Agreement to define the scope, compensation, ownership of deliverables, confidentiality obligations, and other rights and responsibilities between them.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 "Services" means the legal advice, drafting, negotiation, and related work specifically described in Schedule A: Scope of Services and any ancillary tasks reasonably related thereto.

1.2 "Deliverables" means all tangible and intangible work product, materials, documents, reports, opinions, drafts, and final documents produced by Aveera for Client under this Agreement.

2. SCOPE OF SERVICES

2.1 Aveera shall perform Services as described in Schedule A: Scope of Services. Any material change in the scope shall require a written amendment signed by both parties. The initial description of the Services is summarized as:

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the nature of the breach.

3.3 Effect of Termination. Upon termination, Client shall pay Aveera for all Services performed and expenses incurred through the effective date of termination. Sections on Confidentiality, Indemnification, Ownership of Intellectual Property, Limitation of Liability, and Governing Law shall survive termination.

4. COMPENSATION; EXPENSES

4.1 Fees. Client shall pay Aveera fees in accordance with the fee schedule set forth below and in any attached engagement letter. The initial fee arrangement is:

4.2 Payment Terms. Invoices are due within days of invoice. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in any form 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.

5.2 Obligations. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or required by law, provided that, where permitted disclosures are made, the receiving party shall use reasonable efforts to obtain confidential treatment for such disclosures.

5.3 Exceptions. Confidential Information shall not include information that: (a) is or becomes generally known without breach of this Agreement; (b) was rightfully received from a third party without restriction; (c) was independently developed without reference to the other party's Confidential Information; or (d) was already in the receiving party's possession at the time of disclosure.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Aveera retains all right, title and interest in and to its pre-existing intellectual property, methodologies, templates, tools, and know-how. Subject to receipt of full payment for Services and Deliverables, Aveera assigns to Client ownership of the final Deliverables specifically created for Client under this Agreement, to the extent such assignment is permissible under applicable law.

6.2 License. Notwithstanding the foregoing, Aveera shall retain a non-exclusive, worldwide, royalty-free license to use general legal principles, knowledge, skills, and methodologies learned or developed in the course of performing the Services, provided that such use does not disclose Client's Confidential Information or Deliverables.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that its execution and performance do not violate any applicable agreement, law, or court order.

7.2 Professional Standard. Aveera represents that Services will be performed in a professional and workmanlike manner consistent with generally accepted legal standards. Except as expressly set forth in this Agreement, Aveera makes no other warranties, whether express, implied or statutory, including any warranty of merchantability or fitness for a particular purpose.

8. INDEMNIFICATION

8.1 Client Indemnity. Client shall indemnify, defend and hold harmless Aveera and its officers, directors, employees and agents from and against any and all third-party claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement, Client's use of the Deliverables, or Client's violation of applicable law.

8.2 Aveera Indemnity. Aveera shall indemnify Client from claims arising from Aveera's gross negligence or willful misconduct in the performance of Services; provided, however, that Aveera's indemnity obligations shall be subject to the limitations of liability set forth in Section 9.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE.

9.2 CAP ON LIABILITY. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR OWED BY CLIENT TO AVEERA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below (or to such other address that a party may specify in writing in accordance with this Section). Notices shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

11. AMENDMENTS; WAIVER

11.1 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. No waiver of any breach or right shall constitute a waiver of any other breach or right.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

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. The parties agree that electronic signatures shall be deemed to have the same legal effect as original signatures.

14. GOVERNING LAW; ENTIRE AGREEMENT

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , excluding its conflict of laws rules.

14.2 Entire Agreement. This Agreement, together with any attachments and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The parties acknowledge that each has had the opportunity to seek independent legal counsel with respect to this Agreement.

SCHEDULE A: SCOPE OF SERVICES

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