Legal Contract Class A

LEGAL CONTRACT CLASS A

This Legal Contract Class A (the Agreement) is entered into as of Effective Date: by and between Party A Name: , an entity identified as with principal place of business at ; and Party B Name: , an entity identified as with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and expertise, and Party B desires to engage Party A to perform certain services pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties intend to define their respective rights and obligations with respect to the services, compensation, confidentiality, and ownership of work product that will arise from the relationship contemplated by this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants 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 "Confidential Information" means all non-public information disclosed by a Disclosing Party to a 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 given the nature of the information and the circumstances of disclosure, including but not limited to business plans, financial data, technical information, trade secrets, client lists and pricing.

1.2 "Services" means the tasks, deliverables and other obligations to be performed by Party A as described in Section 2 and any statement of work executed under this Agreement.

2. SCOPE OF SERVICES

2.1 Party A shall perform the Services described as follows:

2.2 Party A shall perform the Services in a professional and workmanlike manner consistent with industry standards. Party A shall comply with all applicable laws, regulations, and standards in performing the Services.

3. COMPENSATION

3.1 As full compensation for the Services, Party B shall pay Party A the amounts specified below in U.S. dollars in accordance with the following schedule:

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on Commencement Date: and shall continue until Completion Date: , unless earlier terminated in accordance with this Section.

4.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach.

4.3 Effect of Termination. Upon termination, Party B shall pay Party A for Services performed through the effective date of termination and any non-cancelable obligations incurred prior to termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and Governing Law shall survive termination.

5. CONFIDENTIALITY

5.1 Each Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to those employees, agents or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

5.2 The obligations in this Section shall not apply to information which: (a) was in the public domain at the time of disclosure; (b) was rightfully in the Receiving Party's possession without restriction prior to disclosure; (c) is rightfully obtained from a third party without breach of any obligation to the Disclosing Party; or (d) is independently developed without use of the Confidential Information.

6. INTELLECTUAL PROPERTY; WORK PRODUCT

6.1 Ownership. Except as expressly provided otherwise in a written statement of work, all deliverables and work product specifically commissioned under this Agreement and paid for by Party B shall be deemed "work made for hire" and, to the extent not a work made for hire, Party A hereby assigns to Party B all right, title and interest in such deliverables upon payment in full.

6.2 Pre-existing Materials. Party A retains ownership of its pre-existing intellectual property and tools, but grants Party B a non-exclusive, royalty-free license to the extent necessary to use the deliverables delivered under this Agreement.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has full corporate power and authority to enter into and perform its obligations under this Agreement and that the execution and performance of this Agreement will not violate any agreement to which it is a party.

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

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 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 and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of its representations, warranties or obligations under this Agreement or the Indemnifying Party's negligence or willful misconduct.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS TO INDEMNIFY THE OTHER PARTY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE LIABILITY CAP AMOUNT:

9. INSURANCE

9.1 During the term of this Agreement, Party A shall maintain commercial insurance coverage customary for its industry, including Commercial General Liability insurance with limits not less than: per occurrence.

10. NOTICES

10.1 Notices to the parties shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other in accordance with this Section. Notices shall be deemed effective upon receipt.

11. ASSIGNMENT

11.1 Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets without the prior consent of the other party so long as the assignee expressly assumes all obligations hereunder.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 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 law principles.

12.2 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement. If the parties cannot resolve a dispute within thirty (30) days of written notice, either party may pursue any available legal or equitable remedies.

13. GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement, together with any exhibits or 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, understandings and negotiations, whether written or oral.

13.2 Amendments. No amendment or modification of this Agreement shall be effective unless in a writing signed by both parties.

13.3 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or the right to enforce it later.

13.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, 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 comes closest to the parties' original intent.

13.5 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 delivered by electronic means shall be effective as original signatures.

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