Legal Editable Agreement

LEGAL EDITABLE AGREEMENT

This Agreement is made and entered into as of the (the "Effective Date") by and between Party A Name: , and Party B Name: . Each a "Party" and collectively the "Parties."

Party A Entity Type: Corporation Limited Liability Company Individual Other

Party B Entity Type: Corporation Limited Liability Company Individual Other

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and deliverables described below; and

WHEREAS, Party B desires to engage Party A to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to such services and related matters.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Legal Editable Agreement and all schedules and exhibits attached hereto. "Effective Date" has the meaning set forth above. "Services" means the activities to be performed by Party A as described in Section 2. "Deliverables" means tangible or intangible work product delivered to Party B under this Agreement.

2. SCOPE OF SERVICES

2.1 Services. Party A shall provide the services described in the statement of work set forth below (or attached as an exhibit). The Parties may define specific tasks, milestones and acceptance criteria in writing. The initial description of Services is:

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate this Agreement effective immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. COMPENSATION AND PAYMENT

4.1 Fees. In consideration for the Services, Party B shall pay Party A the fees set forth below or in an attached schedule. Total fees for the initial term shall be: $ .

4.2 Invoicing and Payment. Party A shall submit invoices to Party B. Unless otherwise agreed, payment is due within days of receipt of an undisputed invoice. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means any non-public information disclosed by a Party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, consultants or agents who need to know and are bound by confidentiality obligations; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing Party is given prompt notice and reasonable assistance in seeking protective relief.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in writing, Party A retains ownership of its pre-existing materials, tools and methodologies. Except for any pre-existing materials, all right, title and interest in and to Deliverables produced specifically for Party B under this Agreement shall be transferred to Party B upon full payment, subject to payment of all fees and satisfaction of all obligations. The Parties may expressly carve out licenses in a written exhibit.

6.2 License. To the extent any intellectual property is retained by Party A and required for Party B's use of the Deliverables, Party A grants Party B a non-exclusive, non-transferable license to use such intellectual property solely for Party B's internal purposes.

7. REPRESENTATIONS; WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance will not violate any other agreement to which it is a party.

7.2 Limited Warranty. Party A warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Party A's sole obligation and Party B's exclusive remedy for breach of this warranty shall be re-performance of the nonconforming Services or, if Party A is unable to re-perform, a refund of amounts paid for such Services.

8. INDEMNIFICATION

8.1 Indemnification by Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors, employees and agents from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Deliverables infringe any valid patent, copyright, trademark or other intellectual property right of a third party, provided Party B gives prompt written notice and allows Party A to control the defense and settlement of such claim.

8.2 Indemnification by Party B. Party B shall indemnify and hold harmless Party A from claims arising from Party B's failure to comply with applicable law or Party B's misuse of Deliverables beyond the scope of this Agreement.

9. LIMITATION OF LIABILITY

9.1 EXCLUSION OF DAMAGES. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 CAP ON LIABILITY. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY PARTY B TO PARTY A DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. NOTICES

10.1 Method. 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 recognized overnight courier, to the addresses set forth below or to such other address as a Party designates in writing.

11. MISCELLANEOUS

11.1 Assignment. Neither Party may assign this Agreement or any of its rights or obligations without the prior written consent of the other Party, except that a Party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes the assigning Party's obligations hereunder.

11.2 Amendments; Waiver. No amendment or modification of this Agreement shall be effective unless made 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.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect, and the Parties shall negotiate in good faith a substitute provision that most nearly effects the Parties' intent.

11.4 Entire Agreement. This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof.

11.5 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 law principles.

11.6 Counterparts and 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 and the same instrument. Signatures transmitted by electronic means (including scanned signature images) shall be valid and binding.

EXECUTION

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

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