Legal Contract with Signatures

LEGAL CONTRACT WITH SIGNATURES

This Legal Contract with Signatures (the "Agreement") is entered into as of Effective Date: by and between Party A: , a with principal place of business at ; and Party B: , a with principal place of business at .

RECITALS

WHEREAS, Party A possesses certain skills, resources, and personnel and desires to engage Party B to provide services as described herein; and

WHEREAS, Party B represents that it has the experience and ability to perform the services and is willing to provide such services to Party A under the terms and conditions of this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the full understanding between them regarding the subject matter hereof.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Services" means the tasks and deliverables described in Section 2. "Confidential Information" means all non-public business, technical, financial and customer information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

Party B shall perform the Services described in the statement of work below. The parties agree that the Services shall include:

3. TERM

The term of this Agreement shall commence on Commencement Date: and continue for a period of months, unless earlier terminated in accordance with Section 10.

4. COMPENSATION; PAYMENT

As full consideration for the Services, Party A shall pay Party B the fees set forth below. Unless otherwise stated, fees are payable within Thirty (30) days of receipt of a proper invoice. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum permitted by law.

5. CONFIDENTIALITY

Each party agrees to (a) hold Confidential Information of the other party in strict confidence, (b) use such Confidential Information only to perform its obligations under this Agreement, and (c) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information shall not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without reference to the other party's Confidential Information.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Party B hereby assigns to Party A all right, title and interest in and to all Deliverables created specifically for Party A under this Agreement, including all copyrights and other intellectual property rights. Party B shall retain ownership of its pre-existing tools, code, methodologies and know-how, and grants Party A a nonexclusive, royalty-free license to any pre-existing materials embedded in the Deliverables solely to the extent necessary to use the Deliverables for their intended purpose.

7. REPRESENTATIONS AND WARRANTIES

Each party represents that it has the full power and authority to enter into this Agreement and that performance hereunder will not violate any agreement with any third party. Party B warrants that the Services will be performed in a professional and workmanlike manner and in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. 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, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, negligence, willful misconduct or infringement of third-party intellectual property rights.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTION 5 (CONFIDENTIALITY) OR SECTION 6 (INTELLECTUAL PROPERTY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE 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.

10. TERMINATION

Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within days after receipt of written notice. Upon termination, Party B shall deliver all completed and in-progress Deliverables and Party A shall pay Party B for Services properly performed through the effective date of termination.

11. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

12. AMENDMENT; WAIVER

No amendment of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties. No waiver of any right or remedy will be effective unless in writing signed by the waiving party, and a waiver of any breach shall not constitute a waiver of any subsequent breach.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of or related to this Agreement.

14. ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

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 original economic intent of the parties.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective for all purposes.

ADDITIONAL PROVISIONS

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