Legal Contract Page

LEGAL CONTRACT PAGE

THIS AGREEMENT ("Agreement") is made as of by and between Party A Name: (Entity Type: Individual Corporation LLC Other) with principal place of business at ; and Party B Name: (Entity Type: Individual Corporation LLC Other) with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Party A is engaged in the business of ; and

WHEREAS, Party B will provide certain services and deliverables consisting of

WHEREAS, the Parties desire to set forth the terms and conditions upon which Party B will perform such services for Party A.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a Party to the other Party, whether oral, written, or electronic, 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 business plans, trade secrets, technical information, financial data, and customer information. Confidential Information does not include information that is (a) publicly known through no breach by the receiving Party; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) required to be disclosed by law, provided notice is given to the disclosing Party to permit protective measures.

2. SERVICES; DELIVERABLES

2.1 Scope. Party B shall perform the services described in the Services Description field above and shall deliver the deliverables specified therein in accordance with the schedule set forth in writing by the Parties. Party B shall perform the services in a professional and workmanlike manner in accordance with industry standards.

2.2 Change Orders. Any material changes to scope, schedule, or price shall be executed by written change order signed by authorized representatives of both Parties.

3. COMPENSATION; PAYMENT

3.1 Fees. As consideration for the services, Party A shall pay Party B the fees described below or, if left blank, as set forth in an attached statement of work:

3.2 Invoices; Payment Terms. Party B shall invoice Party A for fees and expenses. Payment is due within days of receipt of a correct invoice. Late payments shall bear interest at a rate of or the maximum permitted by law, whichever is less.

4. TERM; TERMINATION

4.1 Term. This Agreement commences on the Effective Date above and continues for a period of unless earlier terminated as provided herein.

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 the breach within days after written notice. Termination shall be without prejudice to any remedies then available.

4.3 Effect of Termination. Upon termination, Party B shall cease work and deliver all completed work product. Party A shall pay Party B for all services performed and reimbursable expenses incurred through the effective date of termination.

5. CONFIDENTIALITY

5.1 Nonuse and Nondisclosure. Each Party shall maintain the confidentiality of the other Party's Confidential Information and shall not disclose or use such information except as necessary to perform under this Agreement or as required by law. Each Party shall apply at least the same degree of care to protect Confidential Information as it applies to its own confidential information, but in no event less than reasonable care.

5.2 Return. Upon expiration or termination of this Agreement, or upon earlier request, the receiving Party shall promptly return or destroy the disclosing Party's Confidential Information and certify such return or destruction in writing.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth herein, each Party retains all right, title and interest in its preexisting intellectual property. Unless otherwise agreed in writing, all work product developed by Party B in the performance of services under this Agreement shall be the exclusive property of upon payment in full, and Party B hereby assigns all right, title and interest in such work product to that Party.

6.2 License. To the extent necessary for either Party to use the work product, Party B grants Party A a perpetual, nonexclusive, worldwide, royalty-free license to use, reproduce, and modify the work product for its internal business purposes.

7. REPRESENTATIONS; WARRANTIES

Each Party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement, that the execution and performance of this Agreement will not violate any agreement to which it is a party, and that it will comply with all applicable laws in performing its obligations hereunder. Party B further warrants that services will be performed in a competent and professional manner consistent with industry standards.

8. INDEMNIFICATION

8.1 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A and its officers, directors, employees and agents from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Party B's breach of this Agreement, (b) negligence or willful misconduct by Party B, or (c) alleged infringement of third-party intellectual property rights by the work product provided by Party B.

8.2 Indemnity by Party A. Party A shall indemnify and hold Party B harmless from claims arising from Party A's use of the work product outside the scope of this Agreement or from materials provided by Party A that infringe third-party rights.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FUNDAMENTAL BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY A TO PARTY B UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM.

10. INSURANCE

Party B shall maintain commercial general liability and professional liability insurance in amounts reasonably sufficient for its obligations under this Agreement. Upon request, Party B shall provide certificates of insurance naming Party A as an additional insured where applicable.

11. NOTICES

11.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be delivered by certified mail, overnight courier, or personal delivery to the addresses set forth below or to such other address as a Party may designate in writing.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflict of law principles. The Parties agree that any dispute arising out of or related to this Agreement shall be resolved by binding arbitration conducted in the county of the governing law state unless the Parties mutually agree otherwise.

13. ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

14. AMENDMENT; WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of that right or of any other provision.

15. 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, to the extent possible, achieves the Parties' original intent.

16. 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 transmission shall be binding.

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