GWB Legal Agreement

GWB Legal Agreement

This GWB Legal Agreement ("Agreement") is entered into as of Effective Date: by and between Party A Name: , whose principal place of business or residence is (hereinafter "Party A"), and Party B Name: , whose principal place of business or residence is (hereinafter "Party B").

RECITALS

WHEREAS, Party A possesses certain expertise, materials, technologies, or services described as ; and

WHEREAS, Party B desires to engage Party A to provide such services or to cooperate in connection with the subject matter described in this Agreement under the terms set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the subject matter of this Agreement.

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 "Confidential Information" means all non-public information disclosed by a party to the other party, whether disclosed orally, visually, in writing or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, trade secrets, know-how and financial information.

1.2 "Work Product" means any deliverables, inventions, designs, specifications, writings, reports or other tangible or intangible results developed, prepared or delivered by Party A under this Agreement.

2. SCOPE OF SERVICES

2.1 Party A shall provide the services and deliverables set forth in the Statement of Work attached as Exhibit A, which is incorporated herein by reference. The parties may describe high-level scope here:

2.2 Party A shall perform the services in a professional and workmanlike manner in accordance with industry standards, and shall use commercially reasonable efforts to meet any agreed schedules.

3. FEES AND PAYMENT

3.1 In consideration for the services, Party B shall pay Party A the amounts specified as follows: Total Fee: . Payment shall be made in accordance with the schedule: .

3.2 Unless otherwise agreed in writing, late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Party A may suspend performance if amounts due are delinquent beyond thirty (30) days after written notice.

4. CONFIDENTIALITY

4.1 Each party agrees to hold the other party's Confidential Information in strict confidence and to use such Confidential Information solely for the purposes of performing its obligations under this Agreement. Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the receiving party, (ii) was in the receiving party's possession without restriction prior to receipt, or (iii) is independently developed without use of the disclosing party's Confidential Information.

4.2 Upon termination of this Agreement, the receiving party shall return or destroy all Confidential Information of the disclosing party and certify in writing that it has done so, except to the extent retention is required by law, in which case confidentiality obligations shall continue.

5. INTELLECTUAL PROPERTY

5.1 Except as expressly set forth in this Agreement, each party retains all right, title and interest in and to its pre-existing intellectual property. Party A hereby irrevocably assigns to Party B all right, title and interest in and to Work Product created specifically for Party B under this Agreement, subject to Party B's timely payment of all fees due.

5.2 Party A warrants that, to the best of its knowledge, the Work Product does not infringe any third party intellectual property rights. If a claim of infringement is made, Party A shall, at its option and expense, (a) procure for Party B the right to continue using the Work Product, (b) replace or modify the Work Product to make it non-infringing, or (c) if neither (a) nor (b) is commercially practicable, refund to Party B any amounts paid for the infringing Work Product.

6. TERM; TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and remain in effect for an initial term of unless earlier terminated in accordance with this Section.

6.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

6.3 Effect of Termination. Upon termination, Party B shall pay Party A for all services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnity, intellectual property ownership and limitations of liability shall survive termination.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Party A further represents that the services will be performed in a competent and professional manner consistent with industry standards.

8. INDEMNIFICATION

8.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's negligence, willful misconduct, or material breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY PARTY B TO PARTY A DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. THE FOREGOING LIMITATION SHALL APPLY WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.

10. NOTICES

10.1 All notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by email with confirmation of receipt:

11. AMENDMENTS; WAIVER

11.1 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 under this Agreement shall operate as a waiver of that right.

12. COUNTERPARTS

12.1 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 and the same instrument. Signatures transmitted by electronic means shall be effective to bind the signing party.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: , without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement, together with any exhibits or attachments incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written, relating to the subject matter hereof.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

MISCELLANEOUS

Individual Corporation LLC

Individual Corporation LLC

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