Legal Final Signed Document

Legal Final Signed Document

This Legal Final Signed Document (the "Agreement") is entered into as of Effective Date: by and between Party A Name: , an entity organized as Corporation LLC Individual, with principal address: (hereinafter "Party A"), and Party B Name: , an entity organized as Corporation LLC Individual, with principal address: (hereinafter "Party B"). Party A and Party B may be referred to collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and/or deliverables described herein, and Party B desires to obtain such services on the terms set forth in this Agreement;

WHEREAS, the Parties agree that the mutual covenants, representations and warranties contained herein, and the allocation of risks between the Parties, shall govern their relationship and the performance of obligations contemplated by this Agreement;

WHEREAS, the Parties intend that this Agreement constitute the final and binding expression of their agreement with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual promises and covenants 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 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. Control means ownership of more than 50% of the voting securities or the power to direct management.

1.2 "Confidential Information" means all non-public information disclosed by a Party to the other Party, whether disclosed orally, in writing or by inspection, 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.

2. Scope of Services

2.1 Party A shall provide the services and deliverables described in the Scope of Work attached hereto and incorporated herein. Detailed description of services:

2.2 Each Party shall perform its obligations in a professional and workmanlike manner and shall comply with all applicable laws, rules and regulations in connection with its performance under this Agreement.

3. Term and Termination

3.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of months unless earlier terminated as provided herein.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after written notice of the breach.

3.3 Effect of Termination. Upon termination, each Party shall promptly return or destroy Confidential Information of the other Party and the Parties shall settle any outstanding payment obligations that accrued prior to the effective date of termination.

4. Payment

4.1 Fees. In consideration for the services provided by Party A, Party B shall pay fees in the amount of (USD) in accordance with the schedule set forth below.

4.2 Taxes; Expenses. Unless otherwise agreed, all fees are exclusive of taxes. Each Party shall be responsible for its own expenses unless expressly provided otherwise in this Agreement.

5. Confidentiality

5.1 Confidentiality Obligations. Each Party agrees to maintain in confidence and not to disclose the Confidential Information of the other Party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.2 Exclusions. Confidential Information does not include information that (a) is or becomes generally known to the public through no breach of this Agreement; (b) was rightfully in the receiving Party’s possession prior to receipt; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of or reference to the disclosing Party’s Confidential Information.

The confidentiality obligations set forth in this Section are mutual.

6. Representations and Warranties

6.1 Each Party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that the execution and delivery of this Agreement and the performance of its obligations do not and will not violate any applicable law or contractual obligation.

6.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Indemnification

7.1 Indemnification by Party A. Party A shall defend, indemnify and hold harmless Party B and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses arising out of Party A’s gross negligence, willful misconduct, or material breach of this Agreement.

7.2 Indemnification by Party B. Party B shall defend, indemnify and hold harmless Party A and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses arising out of Party B’s gross negligence, willful misconduct, or material breach of this Agreement.

8. Limitation of Liability

8.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 The aggregate liability of either Party for any claim arising out of or relating to this Agreement shall not exceed the total amount of fees actually paid by Party B to Party A under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

9. Intellectual Property

9.1 Ownership. Except as expressly provided herein, each Party retains all right, title and interest in and to its pre-existing intellectual property. Deliverables specifically and custom-created under this Agreement will be owned by subject to any license granted below.

9.2 License. To the extent Party A delivers materials that incorporate Party A’s pre-existing intellectual property, Party A grants Party B a non-exclusive, non-transferable, royalty-free license to use such pre-existing intellectual property solely for the purposes contemplated by this Agreement.

10. Notices

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

11. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in such state for any dispute arising out of or relating to this Agreement.

12. Entire Agreement; Amendments; Waiver

12.1 Entire Agreement. This Agreement, including any exhibits and attachments referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

12.2 Amendments. No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

12.3 Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any other breach or of the same breach at a different time, unless the waiver is in writing and signed by the Party claimed to have granted the waiver.

13. Severability; Counterparts

13.1 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the Parties’ original intent.

13.2 Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Facsimile, scanned, or electronic signatures shall be binding for all purposes.

14. Miscellaneous

14.1 Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except to an Affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

14.2 Survival. The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall so survive, including but not limited to Sections regarding Confidentiality, Indemnification, Limitation of Liability, and Intellectual Property.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the Effective Date first written above.

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