Legal Cybake Agreement

LEGAL CYBAKE AGREEMENT

This Legal Cybake Agreement (the "Agreement") is made as of Effective Date: by and between Provider Name: a/an Corporation LLC Individual, with principal place of business at (Provider), and Client Name: a/an Corporation LLC Individual, with principal place of business at (Client).

RECITALS

WHEREAS: Provider develops and licenses certain software, tools, algorithms, and accompanying documentation, services, and deliverables collectively referred to herein as "Cybake Technology"; and

WHEREAS: Client desires to engage Provider to deliver and, where applicable, license specified components of the Cybake Technology and related services on the terms set forth herein; and

WHEREAS: Provider is willing to provide such services and license rights, and Client is willing to receive such services and rights, under the terms and conditions of this Agreement.

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

1. DEFINITIONS

1.1 "Agreement" means this Legal Cybake Agreement, including all exhibits and attachments. 1.2 "Confidential Information" means non-public information disclosed by either party in oral, written or electronic form that is designated as confidential or that a reasonable person would understand to be confidential. 1.3 "Deliverables" means tangible or intangible results or items specifically to be delivered to Client as set forth in the Scope of Services. 1.4 "Work Product" means any original works, inventions, developments, software code, designs, documentation, data or other results created by Provider specifically in connection with the performance of the Services and delivered to Client.

2. SCOPE OF SERVICES AND DELIVERABLES

2.1 Services. Provider shall perform the services set forth in the Scope of Services and any project schedules agreed by the parties. Provider will provide personnel, software, documentation and other items necessary to perform the Services in a professional and workmanlike manner consistent with industry standards.

2.2 Changes. Any change to the Scope of Services shall be made only by written change order signed by authorized representatives of both parties, specifying any adjustments to fees or schedule.

3. FEES; PAYMENT

3.1 Invoicing. Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed, Client shall pay invoices within the number of days specified in the Payment Terms. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by applicable law.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated as provided herein.

4.2 Termination for Cause. 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 written notice specifying the breach.

4.3 Effect of Termination. Upon termination, Provider shall cease performance and deliver to Client all completed Deliverables and return or destroy Client's Confidential Information. Termination shall not relieve Client of the obligation to pay fees for services performed through the effective date of termination or for non-cancellable commitments.

5. CONFIDENTIALITY

5.1 Obligation. Each party shall keep Confidential Information of the other party in strict confidence, shall not use such information except to perform its obligations under this Agreement, and shall disclose it only to employees and agents who have a strict need to know and who are bound to maintain confidentiality at least as protective as this Agreement.

5.2 Exceptions. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was lawfully in the receiving party's possession prior to receipt; (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 Pre-Existing IP. Each party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement transfers ownership of pre-existing IP except to the extent expressly set forth.

6.2 Work Product Ownership. Unless otherwise agreed in writing, Work Product created solely for Client pursuant to this Agreement and paid in full shall be assigned to Client. Provider hereby assigns, and will cause its personnel to assign, all right, title and interest in such Work Product to Client, subject to Provider's retained rights in its pre-existing tools, libraries, routines, algorithms, methodologies and any general knowledge or skills.

6.3 License Back. Provider shall retain a non-exclusive, worldwide, royalty-free license to use the concepts, techniques and know-how embodied in the Work Product for its internal business purposes and to provide services to other clients, provided that no Confidential Information or Client-specific Work Product is disclosed.

7. REPRESENTATIONS; WARRANTIES; DISCLAIMERS

7.1 Mutual Representations. Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Provider represents that the Services will be performed in a professional manner consistent with industry standards.

7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from and against any third-party claims alleging that the Deliverables directly infringe a valid third-party intellectual property right, provided Client gives Provider prompt written notice and sole control of the defense and settlement. Provider shall have no obligation for claims arising from Client's modifications or combinations not authorized by Provider.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from claims arising out of Client materials, Client's use of the Deliverables in violation of this Agreement, or Client's breach of representations.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, 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 CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.

10. INSURANCE

Provider shall maintain, at its expense, commercial general liability and professional liability insurance in amounts reasonable for the scope of Services and shall provide certificates upon reasonable request.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate by written notice in accordance with this Section. Notice 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.

12. ASSIGNMENT

Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

13. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver of that right.

14. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, 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 achieves, to the extent possible, the intent of the original provision.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws selected by the parties: Jurisdiction State: without regard to its conflict of law principles.

16. ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

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. Facsimile or electronic signatures shall be deemed original signatures for purposes of this Agreement.

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