Combined Legal Agreements

COMBINED LEGAL AGREEMENTS

This Combined Legal Agreements (the "Agreement") is entered into as of by and between Party A: with principal address at , and Party B: with principal address at .

RECITALS

WHEREAS, Party A and Party B desire to set forth the terms under which certain separate but related obligations (including services, confidential information protection, and limited licenses) will be provided, governed and enforced;

WHEREAS, the parties intend that this single Agreement shall govern the relationship between them with respect to each component agreement described herein and shall allocate rights, obligations and remedies among the parties; and

WHEREAS, the parties desire to memorialize the scope, compensation, confidentiality protections and intellectual property arrangements applicable to the combined obligations set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means non-public information disclosed by one party to the other in any form that is identified as confidential or that, by its nature, ought reasonably to be treated as confidential. Confidential Information specifically includes business plans, processes, software, technical data, trade secrets, and customer information disclosed in connection with the Scope of Work.

1.2 "Deliverables" means the tangible or intangible results of the Services delivered to the receiving party under this Agreement and identified in the Scope of Work.

2. SCOPE OF AGREEMENTS

2.1 Components. The parties acknowledge that this Agreement may govern multiple distinct components including, without limitation, a Services Agreement, a Confidentiality Agreement and a Limited License. The parties indicate which components are intended to be included by checking the applicable boxes:

Services Agreement    Confidentiality Agreement    Limited License

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue for an initial period of months unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. COMPENSATION AND PAYMENT

4.1 Fees. Party A shall pay Party B the fees set forth in the applicable component agreement or as otherwise agreed in writing: per .

4.2 Invoicing and Payment. All invoiced amounts are due within days of invoice. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. CONFIDENTIALITY

5.1 Obligations. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) implement reasonable safeguards to protect Confidential Information from unauthorized access or disclosure.

5.2 Exceptions. Confidential Information does not include information that is or becomes generally known through no wrongful act of the receiving party, or is rightfully obtained from a third party without breach of any obligation to the disclosing party, or is independently developed by the receiving party.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided otherwise in a component agreement, each party retains all right, title and interest in and to its pre-existing intellectual property. Deliverables created specifically for a party pursuant to the Services component will be owned by the commissioning party upon full payment, subject to any third-party obligations or licensed components identified in writing.

6.2 License. To the extent any intellectual property of a party is necessary for the other party to exercise rights under this Agreement, the owning party grants a limited, non-exclusive, non-transferable license to use such intellectual property solely for the purposes set forth herein.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that its performance will not violate any applicable law or contractual obligation to a third party.

8. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by Indemnitor's breach of this Agreement, negligence, willful misconduct or infringement of third-party intellectual property rights.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INFRINGEMENT INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY THE COMMISSIONING PARTY TO THE PROVIDING PARTY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE; COMPLIANCE

Each party shall maintain commercially reasonable insurance coverage appropriate to the nature of its obligations under this Agreement and comply with all applicable laws, rules and regulations in performing its obligations hereunder.

11. ASSIGNMENT; SUBCONTRACTING

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of all or substantially all assets. Parties may subcontract performance provided the subcontractor is bound by obligations at least as protective as those in this Agreement.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by certified mail, courier, or email to the addresses below and shall be deemed given when received.

13. 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 in exercising any remedy or right will constitute a waiver of that or any other remedy or right.

14. COUNTERPARTS

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. Facsimile or electronic signatures shall be binding and treated as original signatures.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to its conflict of laws principles.

16. ENTIRE AGREEMENT

This Agreement, together with any appendices or exhibits expressly incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the greatest extent possible, achieves the original intent of the parties.

18. MISCELLANEOUS

Any headings are for convenience only and shall not affect interpretation. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, franchise, employment or agency relationship between them.

By signing below, each signatory represents and warrants that they are duly authorized to enter into this Agreement on behalf of the party for whom they sign and that acceptance by signature binds that party to the terms and conditions set forth herein.

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