BMG Legal Agreement

BMG LEGAL AGREEMENT

This BMG Legal Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A: , whose principal place of business is , and Party B: , whose principal place of business is . Each of the foregoing is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services, materials, intellectual property and related support as described in this Agreement; and

WHEREAS, Party B desires to obtain and Party A agrees to provide the services and rights described in this Agreement on the terms and conditions set forth herein; and

WHEREAS, the Parties intend that this Agreement set forth their entire understanding with respect to the subject matter hereof.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. "Confidential Information" means non-public information disclosed by one Party to the other in any form that is marked or otherwise identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. "Services" means the goods, services, deliverables, and other obligations to be provided by Party A as described in Section 2 and in the Parties' written statement of work.

2. SCOPE OF SERVICES; GRANT OF RIGHTS

Party A shall provide the Services described as follows:

To the extent Party A conveys any license, Party A grants to Party B a non-exclusive, non-transferable (except as permitted in Section 12), limited license to use the deliverables solely for the purposes set forth in this Agreement, subject to any restrictions expressly stated in the applicable statement of work.

3. TERM AND TERMINATION

The initial term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement. Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach.

Either Party may also terminate for convenience upon days' prior written notice to the other Party, subject to payment of all fees accrued through the effective date of termination.

4. FEES; PAYMENT

In consideration for the Services, Party B shall pay Party A the fees set forth below and in the applicable statement of work. Fees shall be invoiced in accordance with the payment schedule and are due within days of receipt of a proper invoice.

Late payments shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by applicable law. Party B shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Party A in collecting overdue amounts.

5. CONFIDENTIALITY

Each Party shall: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as necessary to perform its obligations under this Agreement and subject to confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving Party, was lawfully known to the receiving Party prior to disclosure, or was independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Party A further represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. INDEMNIFICATION

Each Party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other Party, its officers, directors, employees and agents (the "Indemnified Party") from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from claims alleging third-party bodily injury, damage to tangible property, or the Indemnifying Party's material breach of its representations, warranties or covenants under this Agreement. The Indemnified Party shall give prompt notice of any claim and reasonably cooperate in the defense and settlement of any claim.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR , WHICHEVER IS GREATER.

9. TERMINATION EFFECTS

Upon termination of this Agreement for any reason, Party B shall pay Party A for all Services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Limitation of Liability, Governing Law, and any provisions that by their nature survive termination shall survive.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), nationally recognized overnight courier, or by email if followed by a hard copy by one of the foregoing methods. Notices shall be sent to the addresses below or to such other address as a Party may designate by notice in accordance with this Section.

11. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assigning Party remains liable for its obligations hereunder.

12. AMENDMENTS; WAIVER

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 failure or delay by either Party in exercising any right shall operate as a waiver of that right.

13. FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, strikes, pandemics, terrorism, governmental orders, or interruptions of telecommunications or power, provided that the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. If the Parties cannot resolve the dispute within sixty (60) days, either Party may pursue any available legal or equitable remedy in the courts of the chosen jurisdiction.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any statements of work or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS; AUTHORIZATION

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures delivered by facsimile or electronic transmission shall be deemed original signatures and shall be binding.

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