Legal Binding Document

LEGAL BINDING DOCUMENT

This Legal Binding Document (the "Agreement") is made and entered into as of by and between Party A: , entity type: , with principal place of business at ; and Party B: , entity type: , with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business described as and possesses the expertise, personnel, and resources necessary to perform certain obligations described herein;

WHEREAS, Party B desires to retain Party A to perform such services subject to the terms and conditions of this Agreement, and Party A is willing to provide such services under the terms set forth herein;

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations, to allocate risk, and to provide for remedies for breach.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Agreement, 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 one party to the other, whether oral, written, electronic or otherwise, including business plans, financial data, technical information, trade secrets, customer lists and pricing, but excluding information that the receiving party can demonstrate (a) was known to it prior to disclosure by the disclosing party, (b) is or becomes publicly known through no breach of this Agreement, or (c) is rightfully received from a third party without restriction.

1.2 Other defined terms used in this Agreement shall have the meanings set forth in the context where they are used.

2. TERM

2.1 This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of unless earlier terminated in accordance with Section 7.

3. SCOPE OF SERVICES / OBLIGATIONS

3.1 Each party shall perform its respective obligations in a timely, professional and workmanlike manner. Party A shall provide the services described in the Scope of Services and shall provide periodic written status updates upon request.

4. COMPENSATION

4.1 All amounts due under this Agreement shall be paid in lawful currency of the United States unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for the purposes of performing under this Agreement; and (c) restrict disclosure to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

5.2 Upon termination or expiration of this Agreement, the receiving party shall return or destroy, at the disclosing party's election, all Confidential Information and certify such return or destruction in writing.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it has full corporate or individual power and authority to enter into and perform its obligations under this Agreement, that the execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

6.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. TERMINATION

7.1 Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within days after written notice specifying the breach.

7.2 Upon termination, the parties shall cooperate to achieve an orderly wind-down of outstanding obligations. Termination shall not relieve either party of liability for obligations accrued prior to termination or for breach.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

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

8.2 IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL BREACH OF CONFIDENTIALITY.

9. NOTICES

9.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses below or to such other address as a party may designate by notice in accordance with this Section.

10. AMENDMENTS; WAIVER

10.1 No amendment or modification of this Agreement shall be effective unless set forth in a written instrument signed by duly authorized representatives of both parties. No waiver of any right shall be effective unless in writing and signed by the waiving party.

11. SEVERABILITY

11.1 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 a substitute provision to carry out the original intent.

12. GOVERNING LAW

12.1 This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

13. ENTIRE AGREEMENT

13.1 This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether oral or written.

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 original signatures for all purposes.

15. MISCELLANEOUS

15.1 No assignment of this Agreement shall be valid 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.

15.2 The headings used in this Agreement are for convenience only and shall not affect the interpretation of its provisions.

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