Legal Combined Document

Legal Combined Document

This Legal Combined Document ("Agreement") is entered into as of Effective Date: by and between Party A Name: , with principal place of business at (hereinafter "Party A"), and Party B Name: , with principal place of business at (hereinafter "Party B").

RECITALS

WHEREAS, Party A possesses certain capabilities, know-how and resources and is willing to provide services described herein; and

WHEREAS, Party B desires to engage Party A to perform specified services and to obtain certain confidential information and deliverables under the terms set forth below; and

WHEREAS, the parties desire to set forth the terms and conditions governing the performance of services, assignment of intellectual property, confidentiality obligations, payment, and other matters.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a disclosing party to a receiving party, whether disclosed orally, in writing, or by inspection of tangible objects, including but not limited to business plans, technical data, prototypes, specifications, customer lists, pricing, financial information, and trade secrets. Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

2. SCOPE OF SERVICES

2.1 Services. Party A will perform the services described in the Statement of Work attached as Exhibit A and summarized as:

2.2 Change Orders. Any change to the scope of services shall be effective only upon a written change order signed by authorized representatives of both parties which specifies adjustments to the schedule, deliverables, and compensation.

3. TERM

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with this Agreement.

4. COMPENSATION AND PAYMENT

4.1 Fees. In consideration for the Services, Party B will pay Party A the fees set forth below: Total Fee: .

4.2 Invoicing and Payment Terms. Party A shall invoice Party B in accordance with the invoice schedule: . Payments are due within days of receipt of a correct invoice. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Obligations. Each receiving party will hold Confidential Information in strict confidence, will not disclose it to third parties except as expressly permitted in this Agreement, and will use it only to perform its obligations hereunder. The receiving party will use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Permitted Disclosures. A receiving party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. A receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the disclosing party and cooperates in any effort to obtain confidential treatment.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Pre-Existing IP. Each party retains all rights, title and interest in and to its pre-existing intellectual property. No license is granted except as explicitly set forth in this Agreement.

6.2 Work Product. All deliverables and work product specifically created for Party B under this Agreement shall be considered "Work Product." Upon full payment, Party A hereby assigns to Party B all right, title and interest in and to the Work Product, subject to Party A's retained rights in its pre-existing tools, software, methodologies and know-how.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the Agreement is binding and enforceable against it.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors and employees from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of a third-party claim to the extent it alleges that Party A's deliverables infringe a third party's registered intellectual property rights, provided Party B gives prompt written notice of the claim and cooperates in the defense.

8.2 Limitations. The obligations in this Section will not apply to the extent the alleged infringement is caused by (a) unauthorized modification of the deliverable by Party B, or (b) use of the deliverable in combination with materials not provided or authorized by Party A.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or a party's breach of its confidentiality or indemnification obligations, neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages. The aggregate liability of each party for any claim arising out of or related to this Agreement shall not exceed the total fees actually paid by Party B to Party A under this Agreement during the twelve (12) months preceding the claim.

10. TERMINATION

10.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party.

10.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

11. NOTICES

All formal notices under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, nationally recognized overnight courier, or personal delivery. Notices are effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No amendment or modification of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right. A waiver is effective only if in writing and signed by the party granting the waiver.

12.3 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.

13. GOVERNING LAW

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.

14. ENTIRE AGREEMENT

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

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the intent of the parties to the fullest extent permitted by law.

ADDITIONAL PROVISIONS

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