Legal Current Agreement

LEGAL CURRENT AGREEMENT

This Legal Current Agreement (the "Agreement") is made and entered into as of Effective Date: by and between First Party Name: , an entity organized and existing under the laws of State/Province: (hereinafter "First Party"), and Second Party Name: , an entity organized and existing under the laws of State/Province: (hereinafter "Second Party").

RECITALS

WHEREAS, First Party currently provides certain goods, services, or operational support to Second Party as more fully described in Section 2 of this Agreement; and

WHEREAS, the Parties desire to record their current agreement with respect to the subject matter hereof and to set forth the respective rights, obligations and remedies of the Parties under present arrangements; and

WHEREAS, the Parties intend that this Agreement shall govern the Parties' current relationship and supersede any conflicting provisions of prior written agreements between the Parties concerning the same subject matter.

NOW, THEREFORE, in consideration of the mutual covenants and promises 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, the following terms have the meanings set forth below. "Confidential Information" means all non-public business, technical, financial and other information disclosed by one Party to the other, whether disclosed orally, in writing, or electronically, and identified as confidential or that reasonably should be understood to be confidential. "Services" means the deliverables, performance obligations and related duties described in Section 2.

2. SCOPE OF CURRENT ARRANGEMENT

2.1 Services. First Party shall provide the Services described as follows:

2.2 Standard of Performance. Services shall be performed in a professional and workmanlike manner consistent with industry standards. First Party represents that it has the necessary experience and personnel to perform the Services.

3. TERM AND TERMINATION

3.1 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 this Agreement.

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 AND PAYMENT

4.1 Fees. As consideration for the Services, Second Party shall pay First Party fees in the amounts set forth below and invoiced in accordance with this Section. Total current fee: $.

4.2 Payment Terms. Unless otherwise agreed in writing, invoices are due and payable within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each Party shall hold Confidential Information of the other Party in strict confidence and shall not disclose such information to third parties except as required by law or with the prior written consent of the disclosing Party. Confidential Information shall not include information that is (a) publicly known through no fault of the receiving Party, (b) rightfully received from a third party without restriction, or (c) independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

Except as expressly provided herein, each Party retains all right, title and interest in its preexisting intellectual property. Any work product created specifically for Second Party pursuant to this Agreement shall be deemed a "Work Product." Ownership of Work Product shall be: . To the extent required, First Party hereby assigns to Second Party all right, title and interest in such Work Product, subject to any mutually agreed license back to First Party as set forth herein.

7. REPRESENTATIONS; WARRANTIES

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. First Party further represents that the Services will be performed in accordance with applicable laws and professional standards.

8. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of claims by third parties to the extent caused by the Indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY SECOND PARTY TO FIRST PARTY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. NOTICES

First Party Notice Address:

Second Party Notice Address:

All notices under this Agreement shall be in writing and delivered to the addresses provided above by certified mail, courier, or other commercially reasonable method and shall be effective upon receipt.

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. A waiver of any provision shall not constitute a waiver of any other provision or future breach.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid 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 a substitute, valid provision that most nearly effects the Parties' intent.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of , without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT

This Agreement 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, relating to such subject matter.

15. 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 transmitted by facsimile or electronic image shall be considered originals for all purposes.

EXECUTION

The Parties, through their duly authorized representatives, have executed this Agreement as of the Effective Date set forth above.

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