Legal 12-Month Agreement

LEGAL 12-MONTH AGREEMENT

This 12-Month Agreement ("Agreement") is entered into as of Effective Date: , by and between First Party Name: , entity type: Individual Corporation LLC , with principal place of business/address: (hereinafter "First Party"), and Second Party Name: , entity type: Individual Corporation LLC , with principal place of business/address: (hereinafter "Second Party"). First Party and Second Party are individually a "Party" and collectively the "Parties."

RECITALS

WHEREAS, First Party is engaged in the business of providing certain services and possesses specific skills, personnel and resources necessary to perform those services; and

WHEREAS, Second Party desires to obtain from First Party, and First Party desires to provide to Second Party, the services described herein for a fixed twelve (12) month term under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the terms under which services, payment, obligations and protections shall be provided for the twelve (12) month period commencing on the Commencement Date identified below.

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

1. TERM

1.1 Commencement and Duration. The term of this Agreement shall commence on Commencement Date: and shall continue for a period of twelve (12) months, expiring on Expiration Date: , unless earlier terminated in accordance with Section 11.

2. SERVICES

2.2 Performance Standard. First Party shall perform the services in a professional and workmanlike manner consistent with industry standards. Any deliverables shall conform to the specifications set forth in the Scope of Services and shall be subject to acceptance by Second Party in accordance with any acceptance criteria expressly set forth herein.

3. COMPENSATION

Second Party shall pay First Party a fee of $ per month for the duration of the Term. The Parties acknowledge that the aggregate payable for the twelve (12) month Term shall be approximately $ , subject to adjustments expressly provided in this Agreement.

Invoices shall be issued monthly in arrears and are due and payable within days of invoice date. Payments shall be made by Payment Method: . Late payments shall accrue interest at a rate of per month or the maximum rate permitted by law, whichever is lower.

4. EXPENSES

Unless otherwise agreed in writing, Second Party shall reimburse First Party for reasonable out-of-pocket expenses incurred in connection with performance of the services upon submission of supporting receipts. Reimbursable expenses shall be pre-approved in writing by Second Party when such expenses are expected to exceed $ .

5. CONFIDENTIALITY

Each Party shall hold in confidence the other Party's Confidential Information and shall not disclose it to any third party except as required by law or as necessary to perform under this Agreement. Confidential Information excludes information that is or becomes publicly available without breach of this Agreement, or that is independently developed by the receiving Party.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in a written statement of work, any intellectual property created solely by First Party in the performance of the Services shall be owned by First Party, and First Party hereby grants Second Party a non-exclusive, non-transferable license to use such deliverables for Second Party's internal business purposes. Pre-existing intellectual property and tools of either Party remain the sole property of that Party.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement, and that the execution and performance of this Agreement will not violate any agreement to which it is a party or any applicable law or regulation.

8. INDEMNIFICATION

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

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO FIRST PARTY UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERMINATION

10.1 For Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the intended date of termination. In the event of termination for convenience, Second Party shall pay First Party for services rendered and expenses incurred through the effective date of termination.

10.2 For Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

11. NOTICES

All notices, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as either Party may designate by notice:

12. GOVERNING LAW; 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 agree to attempt in good faith to resolve any dispute arising out of or related to this Agreement through negotiation between senior representatives. If the Parties are unable to resolve the dispute within thirty (30) days, the dispute shall be submitted to binding arbitration in accordance with the arbitration rules mutually agreed by the Parties.

13. ENTIRE AGREEMENT; AMENDMENTS; WAIVER

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing and signed by the waiving Party.

14. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed to the extent necessary and the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Assignment. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

15.2 Force Majeure. Neither Party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, strikes, governmental orders, or interruptions in telecommunications.

15.3 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. Signatures delivered by electronic means shall be binding.

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