Legal Completed Contract

LEGAL COMPLETED CONTRACT

This Legal Completed Contract (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: , a , with principal place of business at ; and Party B Name: , a , with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and/or deliverables and has the capacity and expertise to provide such services to Party B; and

WHEREAS, Party B desires to retain Party A to perform the services described herein and Party A is willing to perform such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to set forth the complete and binding obligations of the parties with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the services and deliverables to be provided by Party A as described in Section 2 below and in any Statement of Work executed by the parties. 1.2 "Confidential Information" means all non-public information disclosed by a party that is designated as confidential or that by its nature should reasonably be considered confidential.

2. SCOPE OF SERVICES

Party A shall perform the Services described below in a timely, professional and workmanlike manner consistent with industry standards. The Services are:

3. TERM

This Agreement commences on the Effective Date and shall continue until completion of the Services or termination in accordance with Section 9. The initial term shall be for a period of unless earlier terminated.

4. COMPENSATION AND PAYMENT

4.1 Fees. Party B shall pay Party A the fees set forth below and in any applicable Statement of Work. Total fees for the Services shall be (USD), payable as follows:

4.2 Invoices. Party A shall submit invoices to Party B in accordance with the payment schedule. Unless otherwise agreed, amounts invoiced shall be due and payable within days of receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each party shall keep Confidential Information of the other party strictly confidential and shall not disclose such information to any third party except to its employees, agents or contractors on a need-to-know basis and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall 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 required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the extent legally required.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Party A grants to Party B a non-exclusive, non-transferable license to use the deliverables provided under this Agreement solely for Party B's internal business purposes. All pre-existing intellectual property of each party remains the sole property of that party. To the extent any intellectual property is developed jointly, ownership and license rights shall be allocated as set forth in a written statement executed by the parties.

7. REPRESENTATIONS AND WARRANTIES

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 warrants that Services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's breach of this Agreement, (b) the Indemnifying Party's gross negligence or willful misconduct, or (c) allegations that the Indemnifying Party's deliverables infringe a third party's intellectual property rights, provided the Indemnified Party gives prompt written notice and cooperates in the defense.

9. LIMITATION OF LIABILITY; TERMINATION

9.1 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ITS FAILURE TO PAY AMOUNTS DUE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice.

9.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination, Party A shall be entitled to payment for Services performed through the effective date of termination.

10. NOTICES

All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, sent by certified mail (return receipt requested), or sent by electronic mail with confirmation of transmission, to the addresses set forth below or such other address as a party may designate by notice to the other party.

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing, and no waiver of any breach shall constitute a waiver of any subsequent breach.

12. ASSIGNMENT

Neither party may assign this Agreement or any 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 agrees in writing to be bound by the terms of this Agreement.

13. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disaster, governmental action, labor disputes, or interruptions of telecommunications or power systems, provided that the affected party promptly notifies the other party and uses commercially reasonable efforts to resume performance.

14. GOVERNING LAW; VENUE

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within such state for resolution of disputes.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all exhibits and any Statements of Work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and such invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable while preserving the parties' intent.

16. COUNTERPARTS; EXECUTION

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. A signed copy transmitted by electronic means shall be deemed an original for all purposes.

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