Legal Contract Teplitsky

LEGAL CONTRACT TEPLITSKY

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

Recitals

WHEREAS, Party A has expertise and resources to perform the services described in this Agreement and is willing to provide such services to Party B under the terms set forth herein;

WHEREAS, Party B desires to engage Party A to perform the services and Party A is willing to perform such services for compensation under the terms and conditions of this Agreement;

WHEREAS, the parties intend by this Agreement to set forth the terms, conditions and allocations of risk between them with respect to the services and related deliverables.

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

1. Definitions

1.1 "Agreement" means this Legal Contract Teplitsky, including all Schedules and Exhibits attached hereto. 1.2 "Confidential Information" means all non‑public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, trade secrets, technical data and customer information.

2. Scope of Services

2.1 Services. Party A shall provide the services described in detail as follows:

2.2 Performance Standard. Party A shall perform the Services in a professional and workmanlike manner consistent with industry standards. Time is of the essence with respect to any dates expressly designated as such in this Agreement.

3. Compensation and Payment

3.1 Fees. In exchange for the Services, Party B shall pay Party A the fees set forth below and in any applicable Statement of Work.

3.2 Payment Terms. Unless otherwise specified, Party B shall pay invoices within thirty (30) days of receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. Term and Termination

4.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with this Agreement.

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

4.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other party.

5. Confidentiality

5.1 Obligation. The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or with the disclosing party's prior written consent, and (c) use Confidential Information only to perform its obligations under this Agreement.

5.2 Exceptions. Confidential Information shall not include information that: (i) is or becomes publicly known through no act or omission of the receiving party; (ii) is lawfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates to limit disclosure.

5.3 Duration. The obligations of confidentiality set forth in this Section shall remain in effect for a period of three (3) years following termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

6. Intellectual Property

6.1 Ownership. Except as expressly provided herein, each party retains all right, title and interest in and to its preexisting intellectual property. All intellectual property created or developed by Party A in the course of providing the Services and specifically identified in a written deliverable and paid for by Party B shall be owned by .

6.2 License. To the extent Party A retains ownership of any intellectual property used in the Services, Party A grants Party B a non‑exclusive, non‑transferable, royalty‑free license to use such intellectual property solely for Party B's internal purposes as contemplated by this Agreement.

7. Representations and Warranties

7.1 Mutual Representations. Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement, that the Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, and that its execution and performance will not violate any applicable law or contractual obligation.

7.2 Additional Warranty by Party A. Party A represents that the Services will be performed in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PARTY A MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING 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 affiliates, officers, directors and employees from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Party A's breach of this Agreement, negligence or willful misconduct in performing the Services.

8.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A from and against claims arising from Party B's breach of this Agreement, misuse of deliverables or violation of applicable law.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF SECTION 5 (CONFIDENTIALITY) OR SECTION 8 (INDEMNIFICATION), THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Insurance

During the term of this Agreement, each party shall maintain, at its own expense, insurance coverage appropriate to its operations and sufficient to cover its liabilities under this Agreement. Upon request, each party will provide the other with certificates of insurance evidencing such coverage.

11. Notices

11.1 Manner. All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by notice to the other.

12. Assignment; Force Majeure

12.1 Assignment. Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or in connection with a merger, sale of substantially all of its assets or other change of control.

12.2 Force Majeure. Neither party shall be liable for any delay or failure to perform to the extent such delay or failure is caused by events beyond that party's reasonable control, including acts of God, natural disaster, pandemic, governmental act, labor dispute, or interruption of telecommunications or utilities; provided that the affected party provides prompt notice and uses commercially reasonable efforts to resume performance.

13. Amendments; Waiver; Counterparts

13.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

13.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is asserted. A waiver of any breach shall not constitute a waiver of any subsequent breach.

13.3 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 delivered by electronic transmission shall be binding.

14. Governing Law; Entire Agreement; Severability

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles.

14.2 Entire Agreement. This Agreement, together with any 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 and communications, whether written or oral.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

15. Miscellaneous

15.1 Attorneys' Fees. The prevailing party in any dispute arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

15.2 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment or fiduciary relationship between the parties.

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