Legal Contract Class D

LEGAL CONTRACT CLASS D

This Legal Contract Class D (the "Agreement") is made as of between Client Name: (Client) and Service Provider Name: (Provider).

Identification and Entity Type

Client declares its organizational form by selecting the appropriate box: Individual Corporation LLC Other

Provider declares its organizational form by selecting the appropriate box: Individual Corporation LLC Other

Recitals

WHEREAS, Client desires to engage Provider to perform certain services described herein and Provider represents that it has the experience and capacity to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties intend by this Agreement to establish the terms and conditions under which Provider will perform the services for Client and to allocate risks, responsibilities and compensation between the parties;

WHEREAS, the parties desire that certain aspects of their relationship be kept confidential and that intellectual property rights be allocated as set forth below;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and 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 tasks and deliverables described in Section 2 and in the Scope of Services. 1.2 "Confidential Information" means any non-public information disclosed by a party that is designated confidential or that, given its nature, ought reasonably to be treated as confidential. 1.3 Terms defined elsewhere in this Agreement shall have the meanings assigned to them where used.

2. Scope of Services

Provider shall perform the Services described below with due professional care, in a timely manner and in accordance with industry standards.

3. Term and Termination

3.1 Term. The term of this Agreement commences on and continues until unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days after receipt of written notice describing the breach.

4. Compensation

4.1 Fees. Client shall pay Provider fees as follows: Base Fee: $, plus any mutually agreed reimbursable expenses.

4.2 Invoicing and Payment. Provider shall submit invoices itemizing fees and expenses. Client shall pay undisputed amounts within days of receipt. Disputed amounts shall be resolved in good faith.

5. Confidentiality

Each party shall maintain Confidential Information in strict confidence, shall not disclose it to third parties except to those employees or contractors who need to know, and shall use the same degree of care it uses to protect its own confidential information but in no event less than reasonable care. Confidential obligations survive termination for three (3) years unless a longer period is required by law.

6. Intellectual Property

6.1 Ownership. Except as expressly provided, Provider retains ownership of preexisting materials and tools used in providing the Services. All work product specifically created for Client under this Agreement and paid for in full ("Deliverables") shall be treated as a work made for hire and, to the extent not a work made for hire, Provider hereby assigns to Client all right, title and interest in such Deliverables upon payment in full.

6.2 License Back. Provider retains a perpetual, non-exclusive, royalty-free license to use any general know-how, methodologies or techniques reflected in the Deliverables for other clients, provided no Confidential Information of Client is disclosed.

7. Representations and Warranties

Each party represents that it has the full right and authority to enter into this Agreement and to perform its obligations. Provider warrants that the Services will be performed in a competent and workmanlike manner consistent with industry standards; the sole and exclusive remedy for breach of this warranty is re-performance of non-conforming Services or, if Provider cannot cure, a refund of amounts paid for the deficient Services.

8. Indemnification

Provider shall defend, indemnify and hold harmless Client from and against any third-party claims arising out of Provider's negligent acts, willful misconduct or material breach of this Agreement, including reasonable attorneys' fees. Client shall defend, indemnify and hold harmless Provider from and against claims arising from Client's negligence or breach of its obligations hereunder.

9. Limitation of Liability

Except for liability arising from breach of confidentiality, a party's indemnification obligations, gross negligence or willful misconduct, neither party shall be liable for indirect, incidental, special or consequential damages. Each party's aggregate liability under this Agreement shall not exceed $.

10. Insurance

Provider shall maintain insurance policies customary for its industry, including general liability and professional liability with limits not less than $ per occurrence, and shall provide certificates upon reasonable request.

11. Notices

All notices must be in writing and delivered by hand, certified mail (return receipt requested) or nationally recognized overnight courier to the addresses below or to such other address as a party shall designate by notice.

12. Amendments; Waiver; Counterparts

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement. This Agreement may be executed in counterparts and delivered by electronic transmission; all counterparts together shall constitute one agreement.

13. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Miscellaneous Provisions

The parties shall act in good faith to resolve disputes. Except as set forth in Section 8 (Indemnification) and 9 (Limitation of Liability), the remedies provided are cumulative and not exclusive.

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