Legal Core Agreement

LEGAL CORE AGREEMENT

This Legal Core Agreement ("Agreement") is entered into as of by and between with principal place of business at (hereinafter "Party A"), and with principal place of business at (hereinafter "Party B"). Party A and Party B are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Party A possesses expertise, resources, or technologies relevant to the provision of services described herein; and

WHEREAS, Party B desires to engage Party A to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the core commercial and legal terms governing their relationship and to allocate risk, ownership, payment and confidentiality obligations between them.

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

1.1 "Confidential Information" means all non-public, proprietary or confidential information disclosed by a Party to the other Party, whether disclosed orally, visually, in writing or by inspection of tangible items, including but not limited to trade secrets, technical data, business and marketing plans, and customer information, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

1.2 "Services" means the services, deliverables and specifications described in Exhibit A attached hereto and incorporated herein by reference. To the extent no Exhibit A is attached, Services shall be described in the Service Description field below.

2. SCOPE OF SERVICES; PERFORMANCE

2.1 Party A shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Party A will use commercially reasonable efforts to meet any delivery dates set forth in the Service Description but shall not be liable for delays due to causes beyond its reasonable control.

2.2 Changes to the Services shall require written agreement of the Parties. If a change materially increases Party A's cost or time to perform, the Parties shall negotiate in good faith an equitable adjustment to fees and schedule.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and shall continue for months unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. FEES; PAYMENT

4.1 Fees. In consideration for the Services, Party B shall pay Party A the fees set forth in the payment schedule below or as otherwise agreed in writing.

5. CONFIDENTIALITY

5.1 Each Party shall hold Confidential Information of the other Party in strict confidence and shall not disclose such information to any third party except as expressly permitted herein. The receiving Party shall use at least the same degree of care to protect the disclosing Party's Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

5.2 Exceptions. Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully in the receiving Party's possession prior to receipt from the disclosing Party; (c) is rightfully received by the receiving Party from a third party without restriction; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth herein, each Party retains all right, title and interest in and to its pre-existing intellectual property. Unless otherwise agreed in writing, deliverables specifically created for Party B under this Agreement shall be deemed "Work Product" and ownership shall vest as follows:

6.2 License. To the extent any pre-existing intellectual property of a Party is incorporated into deliverables, that Party grants the other Party a nonexclusive, nontransferable, royalty-free license to use such pre-existing intellectual property solely for the benefit and use of the deliverables as contemplated by this Agreement.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that its execution and performance will not violate any agreement to which it is a party.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) breach of the indemnitor's representations, warranties or covenants; or (b) third-party claims arising from the indemnitor's negligence or willful misconduct in performing under this Agreement.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

10.1 Each Party shall maintain insurance coverage reasonably appropriate to its business and the risks associated with the Services, including, where applicable, commercial general liability and professional liability insurance in commercially reasonable amounts.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may specify by notice to the other Party. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after being deposited in the U.S. mail, postage prepaid, certified mail, return receipt requested.

12. AMENDMENTS; WAIVER

12.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No waiver of any right under this Agreement shall be effective unless in writing and signed by the Party granting the waiver, and a single waiver shall not constitute a continuing waiver.

13. GOVERNING LAW; JURISDICTION

13.1 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. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the county of for purposes of any action arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT

14.1 This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral.

15. SEVERABILITY

15.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the Parties' intent in entering into this Agreement.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

16.1 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. Execution and delivery of this Agreement by electronic means (including by scanned signature or electronic signature platform) shall be effective to bind the Parties.

MISCELLANEOUS

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