Legal DEF Agreement

LEGAL DEF AGREEMENT

This Legal DEF Agreement ("Agreement") is entered into as of by and between Party A: , an entity organized as Individual Corporation LLC Partnership, and Party B: , an entity organized as Individual Corporation LLC Partnership.

RECITALS

WHEREAS, Party A possesses certain technical knowledge, documentation and materials identified as "DEF Materials" and has the capability to provide services described herein; and

WHEREAS, Party B desires to engage Party A to perform the services and to receive deliverables described in this Agreement under the terms and conditions set forth below; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the development, delivery, use and ownership of the DEF Materials and related deliverables.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "DEF Materials" means all tangible and intangible materials, documentation, software, specifications, prototypes and other items provided by Party A relating to the DEF services. "Deliverables" means the specific outputs to be delivered by Party A to Party B as described in Section 2. "Confidential Information" means non-public business, technical or financial information disclosed by one party to the other and designated as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

Party A shall perform the services described in the Statement of Work attached to this Agreement or described below. Party A shall use commercially reasonable efforts, skill and care in performing the services and shall deliver the Deliverables in accordance with any mutually agreed milestone schedule.

3. TERM

The term of this Agreement shall commence on the Effective Date and shall continue for a period of months, unless earlier terminated in accordance with Section 11.

4. FEES AND PAYMENT

In consideration for the performance of the services, Party B shall pay Party A the fees set forth below. All fees are exclusive of taxes unless otherwise stated. Unless otherwise agreed in writing, payments are due within thirty (30) days of invoice.

Late payments shall accrue interest at a rate of on the overdue amount or the maximum rate permitted by law, whichever is lower.

5. CONFIDENTIALITY

Each party shall keep Confidential Information of the other party in strict confidence and shall not disclose such information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Confidential Information shall not include information that is or becomes generally available to the public through no fault of the receiving party, was known to the receiving party prior to disclosure, or was independently developed by the receiving party without use of the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY

Except as expressly provided below, each party shall retain all right, title and interest in and to its pre-existing intellectual property. Subject to payment in full of all fees due hereunder, Party A hereby grants Party B a non-exclusive, non-transferable license to use the Deliverables for Party B's internal business purposes, unless the parties agree in writing to assignment of specific deliverables. Any modifications, improvements or derivative works created by Party A specifically for Party B shall be governed as follows:

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A warrants that the services will be performed in a professional and workmanlike manner in accordance with prevailing industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PARTY A MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. LIMITATION OF LIABILITY

Neither party shall be liable to the other for incidental, consequential, special or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees actually paid by Party B to Party A under this Agreement during the twelve (12) month period preceding the claim.

9. INDEMNIFICATION

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

10. INSURANCE

Each party shall maintain insurance coverage appropriate to its obligations under this Agreement, including commercial general liability, professional liability (errors and omissions) and workers' compensation as required by law. Minimum limits: commercial general liability of per occurrence and professional liability of aggregate, or such greater limits as may be reasonably required by the other party.

11. TERMINATION

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice. Upon termination, Party B shall pay Party A for all services performed and Deliverables delivered through the effective date of termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by certified mail, return receipt requested, or by nationally recognized overnight courier, to the addresses set forth below or to such other address as either party may designate by notice to the other.

13. AMENDMENT AND WAIVER

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

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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 instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

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