Legal Deal Contract

LEGAL DEAL CONTRACT

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

RECITALS

WHEREAS, Party A is engaged in the business of providing certain goods and services and desires to engage Party B to provide or acquire the subject matter of this Agreement as described below (the "Deal");

WHEREAS, Party B represents that it has the skill, experience, and resources necessary to perform its obligations under this Agreement, and Party A desires to procure such performance on the terms and conditions set forth herein;

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the Deal described as: and total consideration of .

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Confidential Information" means any non-public business, technical or financial information disclosed by one party to the other, whether oral, written, electronic or other tangible form. "Deliverables" means the goods, services, reports, software, or other work product to be provided by Party B as described in Section 2.

2. SCOPE OF DEAL; DELIVERABLES

Party B shall perform and deliver the Deliverables in accordance with the specifications and schedule set forth herein. The parties agree that the primary Deliverables are described as:

Party B shall perform the services in a professional and workmanlike manner in accordance with industry standards. Any change to the scope must be documented and signed by authorized representatives of both parties pursuant to Section 14 (Amendments).

3. PAYMENT; TAXES

Party A shall pay Party B in accordance with the Payment Schedule. All payments are due within thirty (30) days of invoice unless otherwise agreed. Each party is responsible for its own taxes arising from this Agreement, except that withholding taxes required by law shall be borne by the payer and properly documented.

4. CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information received from the other party and shall not disclose such information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential obligations shall survive termination of this Agreement for a period of three (3) years.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction; (b) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) its execution and performance of this Agreement will not violate any agreement or legal obligation of such party.

6. INDEMNIFICATION

Each party (an "Indemnifying Party") agrees to indemnify, defend and hold harmless the other party and its officers, directors and employees (the "Indemnified Party") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) resulting from third-party claims arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, in no event shall either party's aggregate liability under this Agreement exceed or the total amounts actually paid by Party A to Party B under this Agreement, whichever is less.

8. TERM; TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for , unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach.

Termination shall not relieve either party of obligations accrued prior to the effective date of termination. Provisions which by their nature survive termination shall survive.

9. NOTICES

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

10. ASSIGNMENT

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning party's obligations hereunder.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect, and the parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that comes closest to the parties' original intent.

14. AMENDMENTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

15. WAIVER

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

16. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all counterparts together shall constitute one and the same instrument.

17. MISCELLANEOUS

Headings are for convenience only and shall not affect interpretation. References to days are calendar days unless otherwise specified. Time is of the essence with respect to all material obligations under this Agreement.

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