Legal Contract to be Signed

LEGAL CONTRACT TO BE SIGNED

This Agreement is made and entered into as of Effective Date: by and between Party A: with principal place of business at and Party B: with principal place of business at . Each of Party A and Party B are individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A desires to engage Party B to provide certain services as described herein and Party B has the expertise and capacity to perform such services; and

WHEREAS, the Parties wish to set forth the terms and conditions governing the performance, delivery, payment, confidentiality, intellectual property ownership, and other obligations related to the services and deliverables.

WHEREAS, the Parties intend that this Agreement will constitute the entire agreement between them with respect to the subject matter herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires: (a) "Agreement" means this document and all schedules and exhibits hereto; (b) "Deliverables" means the tangible and intangible work products to be provided by Party B to Party A as set forth in Section 2; (c) "Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential; and (d) "Services" means the tasks, duties and obligations described in Section 2.

2. SCOPE OF SERVICES

Party B shall perform the Services described below and deliver the Deliverables in accordance with the schedule and specifications agreed by the Parties.

3. TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated as provided herein.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Party A may terminate for convenience upon thirty (30) days' prior written notice to Party B, subject to payment for Services performed through the effective date of termination and any reasonable wind-down costs.

4. COMPENSATION AND PAYMENT

Party A shall pay Party B for the Services in accordance with the following fees and payment schedule.

Unless otherwise agreed in writing, payments shall be due within thirty (30) days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each Party agrees to maintain in confidence all Confidential Information of the other Party and to use such information solely for the purposes of performing its obligations under this Agreement. Confidential Information shall not include information that is or becomes generally available to the public through no fault of the receiving Party, or that was lawfully known to the receiving Party prior to disclosure. The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Party B hereby assigns to Party A all right, title and interest in and to the Deliverables created specifically for Party A under this Agreement, including all copyrights and moral rights to the fullest extent legally permissible. Party B retains ownership of its pre-existing materials and background intellectual property. To the extent Party B incorporates background intellectual property in the Deliverables, Party B grants Party A a perpetual, irrevocable, worldwide, royalty-free license to use such background intellectual property solely as incorporated in the Deliverables.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full corporate or individual power and authority to enter into and perform this Agreement, that its execution of this Agreement does not and will not violate any other agreement or obligation, and that the performance of its obligations will be performed in a professional and workmanlike manner in accordance with industry standards.

8. INDEMNIFICATION

Each Party (an "Indemnitor") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (each, an "Indemnitee") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent resulting from (a) the Indemnitor's breach of this Agreement, (b) the Indemnitor's negligence or willful misconduct, or (c) the Indemnitor's infringement of third-party intellectual property rights.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST REVENUE. THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY B UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

During the term of this Agreement, each Party shall maintain insurance coverage appropriate to its business and consistent with industry standards, including commercial general liability insurance and, where applicable, professional liability insurance. Upon reasonable request, each Party shall furnish certificates of insurance to the other Party.

11. NOTICES

All notices, requests, demands 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, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth below or to such other address as a Party may specify by notice in accordance with this Section.

12. AMENDMENTS

This Agreement may be amended or modified only by a writing executed by duly authorized representatives of both Parties. No course of dealing, course of performance, or trade usage shall modify or amend this Agreement.

13. WAIVER

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. Any waiver must be in writing and signed by the Party granting the waiver.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules.

15. ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect.

17. 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 deemed original signatures for all purposes.

18. MISCELLANEOUS

Headings are for convenience only and shall not affect the interpretation of this Agreement. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the Parties.

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