Legal Entity Agreement

LEGAL ENTITY AGREEMENT

This Legal Entity Agreement (the "Agreement") is entered into as of by and between Legal Entity: , an entity of type

organized under the laws of with principal place of business at (hereinafter "Company")

and Counterparty Name: , an entity of type

organized under the laws of with principal place of business at (hereinafter "Counterparty").

RECITALS

WHEREAS, Company is duly organized and validly existing, has full corporate or other organizational power and authority to carry on its business and to enter into and perform this Agreement; and

WHEREAS, Counterparty desires to engage with Company, and Company desires to provide certain services, rights or oversight to the Counterparty or the legal entity as set forth herein, on the terms and subject to the conditions contained in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the respective rights, duties and obligations of the parties with respect to the subject matter described herein.

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

1. DEFINITIONS

1.1. Defined Terms. In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Confidential Information" means non-public information disclosed by a party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, financials, customer lists, trade secrets and proprietary processes.

2. PURPOSE AND SCOPE

2.1. Purpose. The purpose of this Agreement is to establish the terms under which Company and Counterparty will cooperate, exchange information and perform their respective obligations in connection with the matters described in the recitals and any schedules, statements of work or attachments executed by the parties.

2.2. Scope of Services. The specific services, deliverables, or governance matters applicable to the parties shall be described in a written statement of work or schedule, which when executed by both parties shall be incorporated into this Agreement by reference.

3. REPRESENTATIONS AND WARRANTIES

3.1. Mutual Representations. Each party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) the person signing below on its behalf is duly authorized to execute and deliver this Agreement.

3.2. No Conflicts. Each party represents that the execution and performance of this Agreement will not violate any material agreement, law, order or decree applicable to such party.

4. CONFIDENTIALITY

4.1. Obligations. Each receiving party shall (a) hold Confidential Information in strict confidence using no less than reasonable care, (b) not disclose Confidential Information to any third party except as expressly permitted herein, and (c) use Confidential Information solely for the purposes contemplated by this Agreement.

4.2. Exclusions. Confidential Information shall not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of or reference to the other party’s Confidential Information; or (d) is required to be disclosed by law or valid court order, provided the disclosing party gives prompt written notice to the other party to seek protective relief.

5. INTELLECTUAL PROPERTY

5.1. Ownership. Except as expressly provided in a written statement of work or license, each party retains all right, title and interest in and to its pre-existing intellectual property. New intellectual property conceived or created solely by a party in performing its obligations under this Agreement shall be owned by that party unless otherwise agreed in writing.

5.2. License. To the extent a limited license is necessary for a party to perform its obligations hereunder, the disclosing party grants a non-exclusive, non-transferable, revocable license to use the disclosed intellectual property solely for the purposes set forth in this Agreement.

6. INDEMNIFICATION

6.1. Indemnity by Each Party. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the "Indemnified Parties") from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the Indemnifying Party’s breach of its representations, warranties or obligations under this Agreement, or (b) the Indemnifying Party’s gross negligence or willful misconduct.

6.2. Procedure. The Indemnified Party shall promptly notify the Indemnifying Party of any claim for which indemnification is sought and shall permit the Indemnifying Party to assume the defense and control of such claim with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party may participate in the defense at its own expense.

7. LIMITATION OF LIABILITY

Except for liability arising from a party’s gross negligence, willful misconduct, or breach of Section 4 (Confidentiality) or Section 6 (Indemnification), neither party shall be liable to the other for consequential, special, incidental or punitive damages. The aggregate liability of each party for any and all claims arising under or related to this Agreement shall not exceed unless otherwise agreed in writing.

8. TERM AND TERMINATION

8.1. Term. This Agreement shall commence on the Effective Date and shall continue in effect for a period of unless earlier terminated in accordance with this Agreement.

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

9. NOTICES

All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier, addressed as follows:

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1. Amendment and Waiver. No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

10.2. Counterparts. 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. Facsimile or electronic signatures shall be binding for all purposes.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state identified by the Company for governing law: without regard to conflict of law principles.

11.2. Entire Agreement. This Agreement, together with any schedules or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11.3. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid provision achieving similar commercial results.

12. MISCELLANEOUS PROVISIONS

12.1. Relationship of Parties. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between them.

12.2. Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets or change of control, provided that the assignee assumes all obligations hereunder.

12.3. Performance. Time is of the essence with respect to the performance of material obligations under this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the Effective Date.

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