Legal Contractual Relationship Agreement

LEGAL CONTRACTUAL RELATIONSHIP AGREEMENT

This Legal Contractual Relationship Agreement (the Agreement) is entered into as of by and between Party A: , whose principal address is , and Party B: , whose principal address is .

RECITALS

WHEREAS, Party A and Party B desire to establish a contractual relationship under which each party will perform certain duties, obligations and exchanges of consideration as described herein; and

WHEREAS, the parties desire to set forth the terms, conditions and understanding governing their relationship in a single written agreement to avoid ambiguity and to allocate rights, responsibilities and risk;

WHEREAS, the parties intend that this Agreement shall govern all transactions and interactions between them that are within the scope defined below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, capitalized terms that are not otherwise defined in the text shall have the meanings set forth in this Section. "Confidential Information" means all nonpublic information disclosed by a disclosing party to a receiving party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. "Effective Date" means the date set forth above. "Services" means the tasks, deliverables and obligations performed by a party as further described in Section 2.

2. SCOPE OF RELATIONSHIP

Party A shall provide the following services to Party B:

Party B shall cooperate with Party A and provide the information, approvals and access reasonably required for Party A to perform the Services. Both parties agree to act in good faith and to use commercially reasonable efforts to fulfill their respective obligations under this Agreement.

3. TERM

The term of this Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with Section 10. The parties may extend the term only by a written amendment signed by authorized representatives of both parties.

4. CONSIDERATION

In consideration for the Services, Party B shall pay Party A the fees set forth below. Unless otherwise agreed in writing, payment shall be due within days of receipt of a proper invoice.

Fee description and amount: Amount: $

5. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of Confidential Information received from the other party and to use such Confidential Information solely for the purposes of performing its obligations under this Agreement. The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes publicly known other than through a breach of this Agreement or that is rightfully received from a third party without restriction.

6. INTELLECTUAL PROPERTY

Except as expressly provided in a written statement of work, each party retains all right, title and interest in its preexisting intellectual property. Subject to payment in full of all amounts due hereunder, Party A hereby grants Party B a nonexclusive, nontransferable license to use deliverables provided under this Agreement for its internal business purposes. Any modifications, enhancements or derivative works created by Party A in the performance of Services shall be owned by unless otherwise set forth in a written amendment.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the full corporate or individual power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement will not violate any applicable law or contractual obligation; and (c) it will perform its obligations in a professional and workmanlike manner consistent with industry standards.

8. INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any loss, liability, damage, cost or expense (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by Indemnitor's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights, provided the Indemnitee gives prompt written notice of the claim and cooperates in the defense.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

10. TERMINATION

Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of days after written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice. Termination will not relieve either party of obligations incurred prior to the effective date of termination, including payment obligations.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party designates by written notice in accordance with this Section. Notices shall be deemed given (a) when delivered personally; (b) one (1) business day after deposit with a nationally recognized overnight courier; or (c) three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered mail.

12. AMENDMENT; WAIVER

No amendment or modification to this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, and a waiver in one instance shall not be construed as a continuing waiver.

13. 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 binding.

14. 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 its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent to the maximum extent permitted by law.

15. MISCELLANEOUS

If a party needs to designate an entity type for corporate or tax purposes, please indicate below. These selections are for identification only and do not alter the parties' obligations under this Agreement.

Party A entity type: Individual Corporation LLC Partnership

Party B entity type: Individual Corporation LLC Partnership

The parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to seek independent advice, and that they execute this Agreement voluntarily and with full authority to bind the party on whose behalf they sign.

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