Legal Final Agreement

LEGAL FINAL AGREEMENT

This Legal Final Agreement ("Agreement") is entered into as of , by and between Party A Name: , an entity of type Entity Type: Individual Corporation LLC Other, and Party B Name: , an entity of type Entity Type: Individual Corporation LLC Other.

RECITALS

WHEREAS, Party A and Party B desire to set forth the final terms and conditions under which they will perform their respective obligations, including the exchange of services, consideration, and assignment of related rights; and

WHEREAS, each Party represents that it has the full corporate or legal authority to enter into and perform this Agreement and that the execution and performance of this Agreement will not violate any other agreement to which it is a party; and

WHEREAS, the Parties intend by this Agreement to define their respective duties, liability allocation, confidentiality obligations, and processes for notice, amendment, and termination.

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

1. DEFINITIONS

1.1 "Confidential Information" means all information disclosed by a Party to the other Party, whether oral, written, graphic 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, including business plans, technical data, trade secrets, customer lists, pricing, and proprietary software.

1.2 "Effective Date" means the date set forth in the first paragraph of this Agreement.

2. SCOPE OF OBLIGATIONS

2.1 Each Party shall perform the obligations described in Exhibit A (if any) and any written statement of work executed by the Parties. Absent an executed statement of work, each Party shall perform according to the reasonable standards of its industry.

2.2 Each Party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement and shall obtain and maintain all permits, licenses and approvals required for such performance.

3. TERM AND TERMINATION

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

3.2 Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice identifying the breach with reasonable specificity.

4. COMPENSATION

4.1 In consideration for the services to be provided, Party B shall pay Party A the fees set forth in the applicable statement of work or, if none, as follows: .

4.2 Unless otherwise agreed in writing, payments are due within thirty (30) days of invoice. Overdue amounts shall bear interest at a rate of 1.5% per month or the maximum permitted by law, whichever is less.

5. CONFIDENTIALITY

5.1 Each Party agrees to (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information only to exercise its rights and perform its obligations under this Agreement.

5.2 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 restriction; (c) is independently developed without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid court order, provided the receiving Party gives prompt written notice to the disclosing Party and cooperates in any attempt to limit the disclosure.

6. INTELLECTUAL PROPERTY

6.1 Unless otherwise agreed in a written statement of work, all intellectual property created, conceived, or developed by a Party in the performance of this Agreement shall be owned by the creating Party. To the extent necessary for a Party to exercise its rights under this Agreement, the creating Party grants the other Party a non-exclusive, worldwide, royalty-free license to use such deliverables solely for the purposes contemplated by this Agreement.

6.2 Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the assignments and licenses set forth in this Section.

7. REPRESENTATIONS AND WARRANTIES

7.1 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 delivery of this Agreement has been duly authorized.

7.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors and employees (the "Indemnified Parties") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence or willful misconduct.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

10.1 Each Party shall maintain insurance coverage appropriate to the services performed, including commercial general liability and, if applicable, professional liability insurance, in commercially reasonable amounts. Upon request, a Party shall provide certificates of insurance to the other Party.

11. NOTICES

11.1 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 written notice in accordance with this Section. Notice is deemed given on the date of delivery if delivered personally or by email with confirmation of receipt; three (3) business days after deposit in the U.S. mail, postage prepaid; or one (1) business day after deposit with an overnight courier service.

12. ASSIGNMENT

12.1 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 in its entirety without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

13. AMENDMENTS; WAIVER

13.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties. A failure or delay by either Party to enforce any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.

14. GOVERNING LAW

14.1 This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

15. ENTIRE AGREEMENT

15.1 This Agreement, together with any exhibits or statements of work expressly incorporated herein, 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, relating to that subject matter.

16. SEVERABILITY

16.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the Parties' intent in entering into this Agreement.

17. COUNTERPARTS

17.1 This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means or as a facsimile shall be binding.

18. MISCELLANEOUS

18.1 Independent Contractors. The Parties are independent contractors and nothing in this Agreement creates an agency, partnership or employment relationship between them.

18.2 Survival. The Parties' obligations under sections relating to Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, Entire Agreement and Severability shall survive termination or expiration of this Agreement.

ADDITIONAL TERMS

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