Legal Definitive Contract

LEGAL DEFINITIVE CONTRACT

This Legal Definitive Contract (the “Agreement”) is made and entered into as of Effective Date: , by and between Party A: , with principal address at and Party B: , with principal address at . Each of Party A and Party B may be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Party A has expertise and resources related to the subject matter described in Section 2 and is willing to perform obligations set forth herein; and

WHEREAS, Party B desires to engage Party A to perform such obligations upon the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that this Agreement constitute the complete, definitive and legally binding expression of their agreement with respect to its subject matter.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 “Confidential Information” means any non-public information disclosed by a Party to the other Party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, technical information, and customer lists.

1.2 “Deliverables” means the tangible and intangible results of services to be provided by Party A to Party B as described in Section 2 and any attachments incorporated herein.

2. SCOPE OF SERVICES

2.1 Services. Party A shall perform the services and produce the Deliverables described as follows:

2.2 Performance Standard. Party A shall perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards and shall use reasonable efforts to meet any schedule set forth in this Agreement.

3. TERM

This Agreement shall commence on the Effective Date and shall continue until Commencement Date: and shall expire on Expiration Date: , unless earlier terminated in accordance with Section 10.

4. COMPENSATION

4.1 Fees. In consideration for the Services, Party B shall pay Party A the fees set forth below. Total Contract Amount:

4.2 Late Payment. Any undisputed payment not made when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Party B shall be responsible for reasonable collection costs, including attorneys’ fees.

5. CONFIDENTIALITY

5.1 Nondisclosure. Each Party shall hold the other Party’s Confidential Information in strict confidence and shall not disclose such information to any third party except as necessary to perform under this Agreement or as required by law. The receiving Party shall use at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

5.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving Party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided herein, each Party retains all right, title and interest in and to its preexisting intellectual property. All Deliverables created by Party A specifically for Party B under this Agreement shall be deemed “work made for hire” and, to the extent not a work made for hire under applicable law, Party A hereby assigns all right, title and interest in such Deliverables to Party B upon full payment of all amounts due.

6.2 License. Party A grants Party B a non-exclusive, royalty-free license to use any Party A background technology embedded in the Deliverables solely to the extent necessary to use the Deliverables for the purposes contemplated by this Agreement.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; and (c) performance of its obligations will not violate any applicable law or third-party right.

8. INDEMNIFICATION

8.1 By Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors and employees from and against any third-party claims arising out of Party A’s gross negligence, willful misconduct or breach of representations in Section 7, including reasonable attorneys’ fees and costs.

8.2 By Party B. Party B shall indemnify, defend and hold harmless Party A from and against any third-party claims arising from Party B’s use of the Deliverables in a manner not authorized by this Agreement or from Party B’s breach of this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERMINATION

10.1 For Cause. Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days after written notice specifying the breach.

10.2 Effect. Upon termination, Party B shall pay Party A for all Services performed and Deliverables delivered through the effective date of termination. Sections regarding Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law and Dispute Resolution shall survive termination.

11. NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as either Party may specify by notice in accordance with this Section.

12. AMENDMENT; WAIVER

12.1 Amendment. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

12.2 Waiver. No waiver of any breach shall be deemed a waiver of any subsequent breach. The failure to enforce any provision shall not constitute a waiver of that provision.

13. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically or by facsimile shall have the same force and effect as original signatures.

14. DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation does not resolve the dispute within sixty (60) days, the dispute shall be resolved as selected below:

Binding arbitration administered in accordance with the rules selected by the Parties.

Exclusive jurisdiction of state and federal courts located in

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 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 laws principles.

15.2 Entire Agreement. This Agreement, including any schedules or exhibits attached hereto, 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.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the Parties’ original intent.

16. MISCELLANEOUS

16.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets.

16.2 Relationship of Parties. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

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