Legal Accords Signed Agreement

LEGAL ACCORDS SIGNED AGREEMENT

This Legal Accords Signed Agreement (the Agreement) is entered into as of (Effective Date) by and between Party A Name: , Entity Type: Individual Corporation LLC Address: ; and Party B Name: , Entity Type: Individual Corporation LLC Address: .

RECITALS

WHEREAS, Party A is engaged in the business and possesses certain skills, resources and capacity relevant to the subject matter of this Agreement; and

WHEREAS, Party B desires to obtain certain services, deliverables or mutual covenants from Party A, and Party A is willing to perform such services and provide such deliverables pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties desire 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 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, in writing or by inspection, 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. Confidential Information does not include information that is (a) publicly available through no breach of this Agreement, (b) already known to the receiving party at the time of disclosure, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

2. SCOPE OF OBLIGATIONS

2.1 Services. Party A shall perform the services and deliver the deliverables described in the scope below in a professional and workmanlike manner consistent with industry standards.

3. CONSIDERATION

3.1 Payment. In consideration for the performance of the obligations set forth herein, Party B shall pay Party A the sum of payable in accordance with the following terms:

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue for unless earlier terminated in accordance with this Section.

4.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any representation, warranty or obligation under this Agreement and fails to cure such breach within days after receipt of written notice.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each party agrees to hold the other party's Confidential Information in strict confidence, to use such Confidential Information solely for the purposes of performing under this Agreement, and to restrict disclosure to those employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

5.2 Duration. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of or as long as the information remains Confidential Information under applicable law, whichever is longer.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless expressly set forth otherwise in a written schedule executed by the parties, each party shall retain all right, title and interest in and to its pre-existing intellectual property. All deliverables specially created under this Agreement shall be owned by subject to any license expressly granted herein.

6.2 License. To the extent required for a party to exercise its rights under this Agreement, the owner of intellectual property shall grant the other party a limited, non-exclusive, non-transferable license to use such intellectual property solely for the purposes contemplated herein.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full corporate or individual power and authority to enter into this Agreement; (b) the execution and performance of this Agreement will not violate any agreement with third parties; and (c) it will perform its obligations in a manner consistent with applicable law and industry standards.

8. INDEMNIFICATION

8.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors, employees and agents from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Party A's gross negligence, willful misconduct, or material breach of its representations, warranties or obligations hereunder.

8.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A and its officers, directors, employees and agents from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Party B's gross negligence, willful misconduct, or material breach of its representations, warranties or obligations hereunder.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or obligations to indemnify, neither party shall be liable to the other for incidental, consequential, special, punitive or exemplary damages, and each party's aggregate liability for any claim arising under this Agreement shall be limited to the total amount of fees actually paid by Party B to Party A under this Agreement during the preceding the claim.

10. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

11. AMENDMENTS AND WAIVER

No amendment, modification or supplement to this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in a writing signed by the waiving party, and no failure or delay in exercising any right shall constitute a waiver.

12. GENERAL PROVISIONS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to principles of conflicts of law. Governing Jurisdiction:

12.2 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable while preserving the parties' intent.

12.4 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 deemed original signatures for all purposes.

SIGNATURES

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