Legal Deal Memo Template

LEGAL DEAL MEMO

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

RECITALS

WHEREAS, Party A is engaged in the business of providing goods and/or services described herein and possesses certain capabilities, personnel and intellectual property relevant to the Project described below;

WHEREAS, Party B desires to engage Party A, and Party A agrees to provide specified work or deliverables for compensation on the terms set forth in this Memo;

WHEREAS, the parties intend for this Memo to memorialize their principal commercial terms pending execution of a definitive agreement or, if executed by authorized representatives, to constitute the binding agreement between the parties as set forth herein.

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

1. DEAL IDENTIFICATION

2. SCOPE OF WORK

2.1 Engagement. Party A shall perform the services and deliverables described in the Deliverables section and any schedules attached hereto. The parties intend the description below to define material performance obligations.

3. TERM

The term of this Memo shall commence on Effective Date set forth above and shall continue until Termination Date: unless earlier terminated in accordance with Section 10 below. The parties may extend the term by written agreement.

4. COMPENSATION AND PAYMENT

4.1 Fees. As full compensation for the Services, Party B will pay Party A the amounts set forth below in United States dollars. Total Fee: .

4.2 Invoices. Party A shall submit invoices in accordance with the Payment Schedule. Unless otherwise stated, all amounts are due within days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum allowed by law.

5. EXPENSES

Party B shall reimburse Party A for pre-approved, reasonable and necessary out-of-pocket expenses incurred in connection with performance, provided Party A submits appropriate documentation. Reimbursable expenses shall be pre-approved in writing when expected to exceed .

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in writing, Party A shall retain ownership of its pre-existing intellectual property and tools. All work product specifically commissioned and paid for under this Memo that is not pre-existing shall be owned by .

6.2 License. To the extent any license is necessary for the other party to use the work product, the granting party hereby grants a non-exclusive, non-transferable license to use such work product solely for the purposes set forth in this Memo, unless a broader transfer is expressly set forth above.

7. CONFIDENTIALITY

Each party shall hold in confidence and not disclose Confidential Information of the other party, except as required by law, and shall use Confidential Information solely for performance under this Memo. Confidential Information does not include information that is or becomes publicly known without breach, was rightfully in possession prior to disclosure, or was independently developed.

8. REPRESENTATIONS; AUTHORITY

Each party represents and warrants that it has full corporate power and authority to enter into and perform its obligations under this Memo, and that the execution and performance will not violate any agreement with third parties.

9. INDEMNIFICATION

Each party agrees to defend, indemnify and hold harmless the other party and its officers, directors, employees and agents from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct or breach of this Memo.

10. LIMITATION OF LIABILITY

Except for a party's indemnification obligations or willful misconduct, neither party shall be liable for indirect, incidental, special or consequential damages. Each party's aggregate liability for direct damages arising out of this Memo shall not exceed the total amounts actually paid by Party B to Party A under this Memo in the period preceding the claim.

11. TERMINATION

Either party may terminate this Memo upon days' prior written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services rendered.

12. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation of receipt.

13. ASSIGNMENT

Neither party may assign this Memo without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Memo in connection with a merger, sale of substantially all assets, or change of control to an affiliate or successor.

14. AMENDMENTS; WAIVER

This Memo may not be amended except by a written instrument signed by duly authorized representatives of both parties. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

15. GOVERNING LAW

This Memo shall be governed by and construed in accordance with the laws of the state of , without regard to its choice-of-law principles.

16. ENTIRE AGREEMENT

This Memo, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

17. SEVERABILITY

If any provision of this Memo is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

18. COUNTERPARTS

This Memo may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed binding.

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