California Legal Agreement

CALIFORNIA LEGAL AGREEMENT

This California Legal Agreement ("Agreement") is made and entered into as of by and between , whose principal place of business or residence is , and , whose principal place of business or residence is .

RECITALS

WHEREAS, Party A desires to engage Party B to perform certain services described herein and Party B has represented that it has the qualifications, experience, and ability to perform such services under the terms set forth in this Agreement.

WHEREAS, the parties intend that this Agreement be governed by the laws of the State of California and that the parties' rights and obligations be set forth herein without reliance on representations not contained in this Agreement.

WHEREAS, the parties desire to set forth their respective duties, compensation, and other material terms in writing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for 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 services, tasks and deliverables described in Section 2 and any statement of work executed by the parties. 1.2 "Confidential Information" means all non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential considering the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

2.1 Party B shall perform the Services described below and shall deliver any deliverables in accordance with agreed schedules. The Services shall include, at a minimum:

3. TERM

3.1 This Agreement commences on the effective date specified above and continues until , unless earlier terminated in accordance with Section 9.

4. COMPENSATION AND PAYMENT

4.1 Party A shall pay Party B the fees and reimbursements set forth below. Payment shall be due within days of receipt of an undisputed invoice.

5. CONFIDENTIALITY

5.1 Each party shall keep confidential and shall not disclose Confidential Information except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. 5.2 Confidential Information shall not include information that is or becomes publicly available other than by a breach of this Agreement, or that a receiving party can demonstrate by written records was already known to it prior to disclosure.

6. INTELLECTUAL PROPERTY

6.1 Unless otherwise agreed in writing, all work product created by Party B in connection with the Services shall be the exclusive property of Party A upon full payment, and Party B hereby assigns all right, title and interest in such work product to Party A. 6.2 Party B shall retain ownership of its pre-existing materials and tools, provided Party B grants Party A a nonexclusive, worldwide, royalty-free license to use any incorporated pre-existing materials to the extent necessary to use the deliverables.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has full power and authority to enter into and perform this Agreement. 7.2 Party B represents that the Services will be performed in a professional and workmanlike manner in accordance with applicable industry standards.

8. INDEMNITY AND INSURANCE

8.1 Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. 8.2 Party B shall maintain, at its expense, insurance coverage appropriate to the Services, including commercial general liability and professional liability in commercially reasonable amounts.

9. TERMINATION

9.1 Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. 9.2 Either party may terminate for material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

10. LIMITATION OF LIABILITY

10.1 Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for any incidental, consequential, special, punitive or exemplary damages, regardless of the form of action and even if advised of the possibility of such damages. 10.2 The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the amounts actually paid by Party A to Party B under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

11. NOTICES

11.1 All notices, requests, demands and other communications required or permitted 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 in writing pursuant to this section.

12. GOVERNING LAW

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. The parties agree that the state and federal courts located in the State of California shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Entire Agreement. This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

13.3 Amendments; Waiver. No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties. No waiver shall be effective unless in writing and signed by the party granting the waiver.

13.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be binding.

14. MISCELLANEOUS

14.1 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. 14.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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