Legal Agreement to Sign

LEGAL AGREEMENT TO SIGN

This Agreement is entered into as of , (the "Effective Date"), by and between Party A Name: , with its principal place of business or residence at ; and Party B Name: , with its principal place of business or residence at .

RECITALS

WHEREAS, Party A possesses certain skills, services, know-how or goods described herein and desires to retain Party B to perform obligations on the terms and conditions set forth in this Agreement; and

WHEREAS, Party B represents that it has the requisite experience, personnel, and authority to perform the services and to furnish deliverables contemplated by this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, including business plans, customer lists, pricing, technical data and trade secrets.

1.2 "Deliverables" means the tangible or intangible work products to be provided by Party B to Party A as described in Section 2 below.

2. SCOPE OF SERVICES; DELIVERABLES

2.1 Party B will perform the services and provide the Deliverables described as follows:

2.2 Party B shall perform all services in a professional and workmanlike manner and in accordance with generally accepted industry standards. Party B shall comply with all applicable laws and regulations in performing its obligations.

3. TERM; TERMINATION

3.1 The term of this Agreement shall commence on the Effective Date and continue until completion of the services or until earlier terminated in accordance with this Section.

3.2 Either party may terminate this Agreement for cause upon written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

3.3 Upon termination, Party B shall deliver to Party A all completed Deliverables and any work in progress and shall invoice for all fees and reimbursable expenses incurred through the effective date of termination.

4. FEES AND PAYMENT

4.1 As consideration for the services, Party A shall pay Party B the amounts set forth below:

4.2 Unless otherwise agreed in writing, Party B shall invoice Party A monthly, and invoices are due and payable within thirty (30) days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Each party agrees to hold Confidential Information of the other party in strict confidence and to use such information only to perform its obligations under this Agreement. The receiving party shall take reasonable measures to protect such Confidential Information from unauthorized disclosure.

5.2 Confidential Information shall not include information that (a) is or becomes publicly available without breach by the receiving party; (b) is rightfully received from a third party without obligation of confidentiality; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Except as expressly provided otherwise in writing, all intellectual property rights in pre-existing materials of each party remain with that party. Subject to payment in full, Party B hereby assigns to Party A all right, title and interest in and to the Deliverables created specifically for Party A under this Agreement.

6.2 Party B shall obtain and maintain all necessary licenses and rights from third parties to deliver the Deliverables free of any third-party claims.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Party B warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, NO OTHER WARRANTY IS GIVEN; ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

8. INDEMNIFICATION

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

9. LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY PARTY A TO PARTY B UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. NOTICES

10.1 All notices, consents and approvals required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the parties at the addresses set forth below or to such other address as a party may designate by notice delivered in accordance with this Section.

11. AMENDMENT; 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. Failure or delay by either party in exercising any right shall not constitute a waiver of that right.

12. GOVERNING LAW; VENUE

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction specified below, without regard to its conflict of laws rules.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

13.2 If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic and legal intent.

14. COUNTERPARTS

14.1 This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be effective for all purposes.

15. MISCELLANEOUS

15.1 Independent Contractors. The parties are independent contractors and nothing in this Agreement establishes a partnership, joint venture, employment, or agency relationship.

15.2 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, sale of substantially all assets or other change of control.

SIGNATURES

The parties, by their authorized representatives, have executed this Agreement as of the Effective Date stated above.

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