Legal Document Bundle

Legal Document Bundle

This Legal Document Bundle (the "Agreement") is entered into as of the date: by and between Party A: with principal place of business at , and Party B: with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Party A and Party B desire to memorialize a coordinated package of documents that together govern their relationship, including the documents selected below and any attachments; and

WHEREAS, the Parties intend that the documents contained in this bundle be interpreted together, with priorities among them set forth in Section 2 (Order of Precedence); and

WHEREAS, each Party represents that it has the authority to enter into and perform this Agreement and the documents incorporated herein;

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and in the incorporated documents, the Parties agree as follows:

1. DOCUMENTS INCLUDED

The bundle shall consist of the following documents, each of which is incorporated by reference and made part of this Agreement:

Select included documents: Confidentiality and Non-Disclosure Agreement (NDA) Master Services Agreement Statement of Work (SOW) / Exhibit A Licensing Agreement / IP Assignment Settlement and Release Other

2. ORDER OF PRECEDENCE

In the event of any inconsistency among the documents in the bundle, the order of precedence shall be: (a) executed amendments to this Agreement; (b) the Master Services Agreement; (c) the Statement of Work(s); (d) Licensing or IP assignment terms; (e) the NDA; and (f) any other included documents, except that a document that expressly states it controls over the bundle shall prevail to the extent of that express statement.

3. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings assigned to them in the incorporated Master Services Agreement or, if not defined there, the following:

"Confidential Information" means information disclosed by a Party that is marked confidential or would reasonably be understood to be confidential under the circumstances. "Deliverables" means any tangible or intangible work product to be delivered by a Party under a Statement of Work. Additional defined terms may be set forth in the individual incorporated documents.

4. SCOPE, SERVICES AND DELIVERABLES

The scope of services and the description of deliverables are set forth in one or more Statements of Work incorporated into this bundle. When a Statement of Work is executed, it shall identify the applicable deliverables, milestones, acceptance criteria and schedule. Parties acknowledge that each Statement of Work shall be subject to the terms of this Agreement.

5. COMPENSATION

Payment terms for services performed under this bundle will be as specified in the controlling Statement of Work or, absent such specification, as follows: Party B shall pay Party A the amounts set forth in the applicable Statement of Work within thirty (30) days of receipt of a properly rendered invoice unless a different payment schedule is agreed in writing.

6. CONFIDENTIALITY

Each Party shall protect Confidential Information of the other Party with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Confidential Information shall not be used except to perform obligations under this Agreement and shall not be disclosed except as expressly permitted by the NDA incorporated herein or with prior written consent. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except as to trade secrets, which shall remain protected for as long as they qualify as trade secrets.

7. INTELLECTUAL PROPERTY

Ownership of intellectual property created under this Agreement shall be governed by the applicable incorporated document. Unless otherwise agreed in a Statement of Work or License, Party A shall retain all right, title and interest in pre-existing materials and Party B shall receive a non-exclusive, non-transferable license to use deliverables solely for its internal business purposes. Any assignment of intellectual property rights must be in writing and signed by authorized representatives of both Parties.

8. REPRESENTATIONS; WARRANTIES; DISCLAIMERS

Each Party represents that it has the full corporate power and authority to enter into this Agreement and that its execution will not violate any other agreement. Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN AN INCORPORATED DOCUMENT, NO PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages and reasonable costs (including attorneys' fees) arising from the indemnifying Party's breach of this Agreement, gross negligence or willful misconduct. The indemnifying Party's obligations are conditioned on prompt notice of the claim and sole control of the defense and settlement, provided that the indemnified Party may participate at its own expense.

10. LIMITATION OF LIABILITY

Except for a Party's indemnification obligations, breach of confidentiality, or willful misconduct, neither Party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, and each Party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid or payable by Party B to Party A under the controlling Statement of Work in the twelve (12) months preceding the claim.

11. TERM; TERMINATION

This Agreement shall commence on the effective date set forth above and continue until all incorporated documents have been completed or until earlier termination as provided herein. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within thirty (30) days after written notice. Termination shall not relieve either Party of obligations accrued prior to termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section. Notice is effective upon receipt.

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is 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, nor shall any single or partial exercise of any right preclude further exercise of that right.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

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 by electronic transmission in PDF or other electronic form shall be binding and deemed original signatures for all purposes.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

This Agreement, together with the incorporated documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals or agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. MISCELLANEOUS PROVISIONS

If a Party is an entity, an individual signing below certifies that he or she is authorized to bind that entity. Headings are for convenience only and do not affect interpretation. No assignment of this Agreement shall be effective without the prior written consent of the other Party, except that either Party may assign to an affiliated entity or in connection with a merger or sale of substantially all assets.

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