Legal Agreement Sections

LEGAL AGREEMENT SECTIONS

This Legal Agreement Sections ("Agreement") is made and entered into as of Effective Date: by and between Party A Name: , an entity of type with principal place of business at ; and Party B Name: , an entity of type with principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Party A possesses certain expertise, resources, and intellectual property related to ; and

WHEREAS, Party B desires to engage Party A to perform services and receive deliverables as more particularly set forth in this Agreement, and Party A is willing to provide such services under the terms and conditions contained herein; and

WHEREAS, the Parties wish to define in writing their respective rights and obligations with respect to such services, deliverables, confidentiality, intellectual property, payment, termination, and other matters.

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

1. Definitions

1.1 "Confidential Information" means all information disclosed by a Party to the other Party, whether in writing, orally, electronically or otherwise, 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 without limitation business plans, technical data, know-how, trade secrets, specifications, prototypes and customer lists. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is disclosed pursuant to lawful order of a court or governmental authority, provided that the receiving Party provides prompt notice to the disclosing Party and cooperates with any reasonable protective action.

2. Scope of Services

2.1 Party A shall perform the services described in the statement of work attached hereto or described below (the "Services"). A concise description of the Services:

3. Compensation and Payment

3.1 As full and complete compensation for the Services, Party B shall pay Party A the fees set forth below. Payment amount: . Payment terms:

4. Confidentiality

4.1 Each Party agrees to hold in confidence and not to disclose any Confidential Information of the other Party, except to those employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Each Party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement.

4.2 The obligations in this Section shall continue for a period of three (3) years following termination or expiration of this Agreement, except that trade secrets shall be protected for as long as they qualify as trade secrets.

5. Intellectual Property

5.1 Unless otherwise agreed in writing, all intellectual property and deliverables created specifically for Party B in the performance of the Services ("Work Product") shall be owned by Party B upon full payment of all amounts due; Party A hereby assigns and agrees to assign to Party B all right, title and interest in and to such Work Product. Party A retains ownership of its pre-existing materials and general know-how, and grants Party B a nonexclusive, perpetual license to any pre-existing Party A materials embedded in the Work Product solely to the extent necessary to use the Work Product.

6. Representations; Warranties; Disclaimers

6.1 Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A further warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Indemnification

7.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's breach of any representation, warranty or covenant in this Agreement; or (b) the Indemnifying Party's gross negligence or willful misconduct.

8. Limitation of Liability

8.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS, WHETHER IN CONTRACT, TORT OR OTHERWISE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. Term and Termination

9.1 This Agreement shall commence on the Effective Date and shall continue for an initial period of months, unless earlier terminated in accordance with this Section. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice.

9.2 Upon termination, Party B shall pay Party A for all Services performed and expenses incurred up to the effective date of termination and Party A shall deliver to Party B all Work Product for which payment has been made.

10. Notices

10.1 All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the addresses set forth below by certified mail, return receipt requested, nationally recognized overnight courier, or email (with confirmation). Notices to Party A:

Notices to Party B:

11. Governing Law; Dispute Resolution

11.1 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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising out of or relating to this Agreement.

12. Entire Agreement; Amendments; Waiver

12.1 This Agreement, together with any exhibits or statements of work 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 understandings, whether written or oral.

12.2 No amendment to 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 or remedy shall operate as a waiver, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

13. Severability

13.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

14. Counterparts

14.1 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 to be original signatures.

15. Additional Provisions

15.1 Survival. The provisions of this Agreement that by their nature should survive termination or expiration shall survive, including Sections 1 (Definitions), 4 (Confidentiality), 5 (Intellectual Property), 7 (Indemnification), 8 (Limitation of Liability), 11 (Governing Law), 12 (Entire Agreement) and 13 (Severability).

15.2 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

Execution

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

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