Countersigned Contract Agreement

COUNTERSIGNED CONTRACT AGREEMENT

This Countersigned Contract Agreement (the Agreement) is made effective as of between Party A: , a organized under the laws of , with its principal place of business at ; and Party B: , a organized under the laws of , with its principal place of business at .

Recitals

WHEREAS, Party A provides certain services or deliverables described as: (the Services); and

WHEREAS, Party B desires to engage Party A to perform the Services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement shall become effective upon execution and delivery of fully executed counterparts by authorized representatives of both parties (Countersigned).

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

1. Definitions

In this Agreement, unless the context otherwise requires, the following terms have the meanings set forth below: "Agreement" means this Countersigned Contract Agreement; "Confidential Information" means nonpublic technical, business, financial and other proprietary information disclosed in any form by one party to the other that is designated as confidential or that, under the circumstances, a reasonable person would understand to be confidential.

2. Scope of Services

Party A shall perform the Services described in Schedule A attached hereto and incorporated by reference. The parties may summarize specific deliverables here:

3. Term and Termination

3.1 Term. The initial term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured for thirty (30) days after receipt of written notice specifying the breach.

3.3 Effect of Termination. Upon termination, parties shall promptly return Confidential Information and pay all amounts then due for Services rendered through the effective date of termination.

4. Compensation and Payment

Party B shall pay Party A the fees set forth in Schedule B. Unless otherwise agreed in writing, payments are due within days of invoice receipt. Agreed fee (if fixed): $ .

Late payments shall incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

5. Confidentiality

Each party covenants to hold in confidence and not to disclose to any third party any Confidential Information, except as required by law, provided that the receiving party gives prompt notice to the disclosing party of any compelled disclosure and cooperates in any effort to obtain protective measures. Confidentiality obligations survive termination for three (3) years, or longer if required for trade secrets under applicable law.

6. Intellectual Property

Unless otherwise agreed in writing, Party A shall retain ownership of pre-existing intellectual property and tools. All work product created specifically for Party B and delivered under this Agreement shall be deemed a "Work Made for Hire" and, to the extent such ownership does not automatically vest in Party B, Party A hereby assigns to Party B all right, title and interest in such work product upon full payment.

7. Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Party A warrants that Services will be performed in a workmanlike manner in accordance with generally accepted industry standards for a period of ninety (90) days from delivery.

8. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S FAILURE TO COMPLY WITH ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. Indemnification

Each party shall indemnify, defend and hold the other harmless from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

10. Insurance

Each party shall maintain insurance coverage appropriate to its obligations under this Agreement, including commercial general liability and professional liability as applicable, with limits commercially reasonable for the nature of the Services.

11. Notices

All notices, consents and other communications required or permitted under this Agreement must be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and are effective upon receipt.

12. Amendments and Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement of that provision or any other provision.

13. Governing Law

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

14. Entire Agreement

This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

15. Severability

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

16. Counterparts and Execution

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. Signatures transmitted by electronic means shall be deemed originals for all purposes.

17. Miscellaneous

The parties acknowledge that they have had the opportunity to negotiate the terms of this Agreement and that the rule of construction that ambiguities shall be construed against the drafting party shall not apply. Headings are for convenience only and shall not affect interpretation.

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