Legal Draft Sheet

LEGAL DRAFT SHEET

This Legal Draft Sheet (the Agreement) is made and entered into as of by and between Party A: , an entity of type with principal place of business at ; and Party B: , an entity of type with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and/or deliverables described herein and possesses technical and managerial expertise relevant to the project identified as ;

WHEREAS, Party B desires to retain Party A to perform the services and to procure the deliverables in accordance with the terms set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth the principal commercial and legal terms governing their relationship pending execution of any definitive agreements contemplated by the parties.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS

In this Agreement the following terms shall have the meanings set forth below. "Deliverables" means the tangible and intangible work product to be delivered by Party A to Party B as described in Section 2 and further identified as: .

2. SCOPE OF SERVICES

Party A shall provide the services and produce the Deliverables in accordance with the specifications and timeline set forth below. Specific scope details:

3. COMPENSATION

In consideration for the performance of the services, Party B shall pay Party A the fees set forth below. Fees and payment shall be computed and paid as follows:

4. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for an initial term of months, unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

5. CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" includes technical, business and financial information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall not disclose or use Confidential Information except as necessary to perform its obligations under this Agreement and shall protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all intellectual property rights in work product and Deliverables created by Party A specifically for Party B under this Agreement shall be subject to the following terms.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or infringement of third-party intellectual property rights in connection with performance under this Agreement.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED .

9. INSURANCE

Each party shall maintain commercial general liability and professional liability insurance coverage in amounts reasonably appropriate for the scope of services. Certificate of insurance shall be furnished to the other party upon request.

10. NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising under this Agreement.

12. ENTIRE AGREEMENT

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

13. AMENDMENTS; WAIVER; SEVERABILITY; COUNTERPARTS

No amendment or modification 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 under this Agreement shall constitute a waiver of that right. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, sale of substantially all assets or change of control, provided the assignee assumes all obligations hereunder. Headings are for convenience only and shall not affect interpretation.

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