Combined Draft Agreement

COMBINED DRAFT AGREEMENT

This Combined Draft Agreement ("Agreement") is entered into by and between Client Name: and Contractor Name: (each a "Party" and together the "Parties") as of the Effective Date set forth below. Effective Date:

WHEREAS

WHEREAS, Client engages Contractor to perform the services and deliverables described in this Agreement; and

WHEREAS, Contractor represents that it has the requisite experience, personnel, and resources to perform such services in a competent and professional manner; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services, payment and confidentiality under this Agreement.

PARTY CONTACTS & ADDRESSES

SCOPE OF WORK

Contractor shall perform the services and deliver the work product described below in accordance with the standards of skill, care and diligence normally exercised by professionals performing comparable services.

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in consideration for the performance of the Scope of Work. Payments shall be made in United States dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: or until completion of the Scope of Work, whichever occurs first.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party not less than days prior to the intended termination date. Either Party may also terminate for material breach if the breach is not cured within thirty (30) days following written notice of the breach.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other Party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (a) was in the public domain at the time of disclosure, (b) becomes part of public knowledge through no fault of the Receiving Party, (c) is rightfully received by the Receiving Party from a third party without restriction, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and shall protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations in this Section shall survive termination of this Agreement for a period of .

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each Party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Contractor further warrants that all services will be performed in a professional and workmanlike manner consistent with industry standards.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, willful misconduct, gross negligence or indemnification obligations, neither Party shall be liable for any special, incidental, consequential or punitive damages. The aggregate liability of either Party for direct damages arising out of or in connection with this Agreement shall not exceed the total amount paid or payable to Contractor under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth above or to such other address as a Party may designate by written notice.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If the dispute is not resolved through negotiation within forty-five (45) days, the Parties agree to submit the dispute to binding arbitration in accordance with commercially reasonable arbitration rules, provided that either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property.

AMENDMENT; ASSIGNMENT

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Contractor may assign to an affiliate or in connection with a change of control of Contractor.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto that are executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings and negotiations.

COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

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