Legal Base Form

LEGAL BASE FORM

This Legal Base Form (the "Agreement") is entered into as of Effective Date: by and between Party A: , Entity Type: Individual Corporation LLC Other, with principal place of business at ; and Party B: , Entity Type: Individual Corporation LLC Other, with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain goods, services, technology or other deliverables described herein and wishes to establish baseline commercial and legal terms under which future Statements of Work, Purchase Orders or other transactional documents will be governed; and

WHEREAS, Party B desires to obtain such goods, services, technology or deliverables from Party A on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement will serve as the controlling legal framework for any subsequent written or electronic orders executed by the parties unless otherwise expressly agreed in writing.

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

1. DEFINITIONS

1.1 "Services" means the goods, services, software, deliverables, and related work described in a Statement of Work, Purchase Order or similar document referencing this Agreement. 1.2 "Effective Date" means the date specified above. 1.3 "Confidential Information" means any non-public information disclosed by one party to the other, whether in writing, orally 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.

2. SCOPE OF SERVICES

2.1 Statements of Work. Each engagement of Services shall be documented in a Statement of Work signed by authorized representatives of both parties and referencing this Agreement. Each Statement of Work shall describe the scope, deliverables, acceptance criteria, schedule, fees and any special provisions applicable to the applicable Services.

2.2 Performance Standard. Services shall be performed in a professional and workmanlike manner in accordance with industry standards and the specific requirements set forth in the applicable Statement of Work.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section. Initial term in months:

3.2 Termination for Convenience. Either party may terminate this Agreement or any Statement of Work for convenience upon thirty (30) days' prior written notice to the other party, subject to the parties' payment obligations for Services performed through the effective date of termination.

3.3 Termination for Cause. Either party may terminate this Agreement or any Statement of Work for material breach if the breach remains uncured thirty (30) days after written notice specifying the breach.

4. FEES, INVOICES AND PAYMENT

4.1 Fees. Fees for Services shall be specified in each Statement of Work. Unless otherwise stated, fees are payable in U.S. dollars. Payment method:

4.2 Invoicing and Payment Terms. Unless otherwise agreed, invoices are due net days from receipt. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each party shall: (a) hold the other's Confidential Information in strict confidence; (b) not disclose it to any third party except to those employees, agents or subcontractors with a need to know; and (c) use at least the same degree of care to protect the other's Confidential Information as it uses to protect its own, but no less than reasonable care.

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was rightfully known prior to disclosure; (c) is independently developed without use of the other's Confidential Information; or (d) is rightfully obtained from a third party.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Each party retains all right, title and interest in its pre-existing intellectual property. Unless expressly stated in a Statement of Work, deliverables created specifically for Party B under a Statement of Work shall be owned by: Party A Party B Joint.

6.2 License. To the extent a party retains ownership of Background IP incorporated into deliverables, that party grants the other a non-exclusive, worldwide, royalty-free license to use such Background IP solely to receive the benefit of the deliverables.

7. INDEMNIFICATION

7.1 By Party A. Party A shall indemnify, defend and hold harmless Party B from and against any third-party claims alleging that the delivered Services infringe a third party's issued patent, copyright or trademark, provided Party B promptly notifies Party A in writing and cooperates in the defense.

7.2 Remedies. If Services are, or are reasonably likely to be, subject to a claim of infringement, Party A may at its expense (a) procure the right to continue providing the Services, (b) replace or modify the Services to be non-infringing, or (c) if neither (a) nor (b) is commercially practicable, terminate the applicable Statement of Work and refund any prepaid fees for undelivered Services.

8. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) THREE THOUSAND DOLLARS (USD 3,000), PROVIDED THAT SUCH LIMITATIONS WILL NOT APPLY TO LIABILITY FOR BODILY INJURY OR FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS.

9. REPRESENTATIONS AND WARRANTIES

Each party represents that it has the full power and authority to enter into this Agreement and that the execution and delivery of this Agreement will not violate any other agreement to which it is a party. Party A represents that Services will be performed in material conformity with the applicable Statement of Work.

10. INSURANCE

Each party shall maintain insurance customary for its business that is sufficient to cover its obligations under this Agreement. Upon request, a party shall make certificates of insurance available to the other party.

11. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including export control laws and data protection requirements applicable to the Services.

12. 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 either party may designate by notice in accordance with this Section.

13. ASSIGNMENT

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations under this Agreement.

14. AMENDMENTS; WAIVER

No amendment or modification of 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 shall operate as a waiver of that right.

15. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, strikes, epidemics, government actions or interruptions in telecommunications or power (a "Force Majeure Event"). The affected party shall use commercially reasonable efforts to resume performance.

16. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes amicably prior to initiating litigation.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Statements of Work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

18. 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 transmitted by electronic means shall be binding.

19. EXHIBITS AND SPECIAL TERMS

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