Backers Legal Agreement

BACKERS LEGAL AGREEMENT

This Backers Legal Agreement (the "Agreement") is entered into as of by and between Backer Name: with a principal address at (hereinafter "Backer"), and Creator Name: with a principal address at (hereinafter "Creator").

RECITALS

WHEREAS, Creator is developing a project titled "" described as:

WHEREAS, Backer wishes to provide financial support to Creator in the amount of for the purpose of funding the Project, subject to the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Contribution, any Deliverables, and related matters.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

"Contribution" means the monetary payment, transfer of funds, or other specified support provided by Backer to Creator pursuant to Section 2, in the amount set forth above.

"Deliverables" means the tangible or digital goods, rewards, prototypes, or other items Creator has agreed to provide to Backer as a direct result of the Contribution, as described in the Deliverables Schedule below.

2. CONTRIBUTION; PAYMENT

2.1 Contribution. Backer shall deliver the Contribution to Creator in the amount of payable in accordance with the payment schedule below. The Contribution shall be used by Creator solely for the Project except as otherwise consented to in writing by Backer.

2.2 Payment Schedule. Payment shall be made according to the following schedule:

3. DELIVERABLES; TIMELINES

3.1 Deliverables. Creator agrees to provide the Deliverables described as follows:

3.2 Delivery Date. Creator estimates delivery of primary Deliverables by . Time is an estimate and not a strict condition unless expressly stated as such in writing; however, undue delay shall constitute a material breach subject to Section 8.

4. CONSIDERATION; REWARDS

4.1 Consideration. The Contribution constitutes sufficient and bargained-for consideration for the Deliverables and the rights granted herein. Creator is not an agent or fiduciary of Backer by reason of receiving the Contribution.

4.2 Rewards and Substitutions. If specific rewards are unavailable, Creator may provide a materially comparable substitution; any substitution that materially diminishes the core benefit to Backer will require Backer's written consent or a refund in accordance with the refund policy set forth below.

5. REPRESENTATIONS AND WARRANTIES

5.1 Creator Representations. Creator represents and warrants that: (a) Creator has full power and authority to enter into this Agreement and to perform its obligations; (b) the Deliverables will be substantially as described in this Agreement; and (c) Creator's performance will not infringe or misappropriate any third party intellectual property rights.

5.2 Backer Representations. Backer represents and warrants that Backer has the legal capacity to make the Contribution and that the funds provided are not derived from unlawful activity.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed in connection with the Project that is marked confidential or would reasonably be understood to be confidential.

6.2 Obligation. Each party shall maintain Confidential Information in confidence and shall not disclose it except to those employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is or becomes publicly available other than through a breach of this Agreement.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except as expressly provided in this Agreement, Creator retains all right, title and interest in and to Creator's pre-existing intellectual property and any intellectual property developed by Creator in connection with the Project. Backer receives only the limited rights to use Deliverables for personal, non-commercial purposes unless otherwise agreed in writing.

7.2 License. To the extent Creator provides digital Deliverables, Creator grants Backer a non-exclusive, non-transferable license to use such Deliverables solely for Backer's personal use, subject to any third-party license terms incorporated in the Deliverables.

8. TERMINATION

8.1 Termination for Material Breach. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches and fails to cure the breach within such cure period. Termination shall not relieve either party of obligations accrued prior to termination.

8.2 Refunds. If Creator terminates for reasons within Creator's control or fails to deliver substantially the material Deliverables by a reasonable date, Backer shall be entitled to a refund of the unexpended portion of the Contribution, subject to documented expenses reasonably incurred by Creator in reliance on the Contribution.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any third party claim to the extent caused by the Indemnifying Party's breach of this Agreement, gross negligence, willful misconduct or violation of applicable law.

10. LIMITATION OF LIABILITY

Except for liability arising from intentional misconduct, gross negligence, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the total Contributions paid by Backer to Creator under this Agreement.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice):

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction agreed by the parties: without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located therein for any dispute arising under this Agreement.

14. ENTIRE AGREEMENT

This Agreement, including any schedules and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall remain 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 approximates the parties' intent.

16. MISCELLANEOUS

Any clause headings are for convenience only and shall not affect interpretation. The parties acknowledge that they have had the opportunity to seek independent legal advice and that they enter into this Agreement voluntarily.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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