Legal ACE Agreement

LEGAL ACE AGREEMENT

This Legal ACE Agreement (the Agreement) is entered into as of Effective Date: by and between Provider: , an entity (select applicable): Individual Corporation LLC, with principal place of business at (Provider), and Client: , an entity (select applicable): Individual Corporation LLC, with principal place of business at (Client).

RECITALS

WHEREAS, Provider is engaged in the business of providing advisory, consulting and execution services described herein (collectively, the ACE Services); and

WHEREAS, Client desires to engage Provider to perform the ACE Services and Provider agrees to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to allocate the parties' rights and obligations with respect to the ACE Services, related deliverables, compensation, confidentiality and intellectual property.

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

1. DEFINITIONS

In this Agreement, unless otherwise defined, capitalized terms have the following meanings:

"ACE Services" means the advisory, consulting, execution and related services described in the Scope of Services in Section 2 and the Scope of Services field below.

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances.

2. ENGAGEMENT; SCOPE OF SERVICES

Provider shall perform the ACE Services for Client with reasonable skill and care in accordance with industry standards. Provider's specific obligations are set forth in the Scope of Services below and any mutually executed statements of work.

Anticipated completion of material deliverables: . Provider shall notify Client in writing of any material delay.

3. COMPENSATION; EXPENSES

In consideration for the ACE Services, Client shall pay Provider the fees described below. Fees are exclusive of taxes and reimbursable expenses unless otherwise stated.

Reimbursable expenses: Yes No

4. CONFIDENTIALITY

Each party shall: (a) use Confidential Information of the other party solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors and agents with a need to know and who are bound by obligations of confidentiality no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that (i) is or becomes public without breach; (ii) was known to receiving party prior to disclosure as evidenced by written records; (iii) is received from a third party free of obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or written request, receiving party shall return or destroy Confidential Information and certify in writing its compliance with this obligation.

5. INTELLECTUAL PROPERTY

Except for Provider's Preexisting IP, all Work Product created by Provider specifically for Client pursuant to this Agreement shall be deemed "work made for hire" and, to the extent ownership does not vest by operation of law, Provider assigns to Client all right, title and interest in and to such Work Product upon receipt of full payment for fees due for the applicable Work Product. Provider retains ownership of its general know-how, methodologies and tools that are not Client Confidential Information or Work Product.

6. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of breach. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has the full corporate or individual power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Provider further warrants that the ACE Services will be provided in a professional manner consistent with industry standards.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client from and against all third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, Provider's negligence, or Provider's willful misconduct. Client shall indemnify, defend and hold harmless Provider from and against claims arising out of Client's materials, instructions, or use of the Work Product in a manner not contemplated by this Agreement.

9. LIMITATION OF LIABILITY

Except for breaches of confidentiality or indemnification obligations, neither party shall be liable for special, incidental, consequential or punitive damages. The aggregate liability of either party for any and all claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability, or , whichever is greater.

10. INSURANCE

Provider shall maintain, at its expense, insurance coverage customary for the services performed, including commercial general liability and professional liability in amounts not less than per occurrence, and shall provide evidence of such insurance upon Client's reasonable request.

11. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or such other addresses as the parties may designate in writing) and shall be deemed given when delivered personally, sent by certified mail (return receipt requested) or by nationally recognized overnight courier.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may only be amended by a written instrument signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles. This Agreement, together with any exhibits and statements of work executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions and agreements. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

14. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. If the dispute is not resolved within thirty (30) days of written notice, the parties may pursue litigation in the courts of the state specified above, unless the parties mutually agree in writing to binding arbitration.

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