Legal Final Version

Legal Final Version

This Legal Final Version (the "Agreement") is entered into as of Effective Date: by and between Party A Name: (hereinafter "Party A"), an entity of the following type: Individual Corporation LLC Other , with principal place of business or residence at ; and Party B Name: (hereinafter "Party B"), an entity of the following type: Individual Corporation LLC Other , with principal place of business or residence at .

Recitals

WHEREAS, Party A has experience and expertise in the subject matter described below and is willing to provide certain services and deliverables to Party B under the terms set forth in this Agreement;

WHEREAS, Party B desires to engage Party A to perform and deliver the services and deliverables described in this Agreement, and Party A is willing to perform such services in accordance with the terms, conditions, and compensation provided herein; and

WHEREAS, the parties wish to set forth the complete terms of their agreement in this final, binding instrument.

NOW, THEREFORE, in consideration of the mutual promises contained herein 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, unless the context otherwise requires, the following terms have the meanings set forth below. "Deliverables" means the tangible and intangible results of the Services to be provided by Party A as described in Section 2. "Services" means the work to be performed by Party A under this Agreement. "Confidential Information" means information that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

2. Scope of Services

Party A shall perform the Services and provide the Deliverables described as follows:

Party A shall perform the Services in a professional and workmanlike manner consistent with industry standards and shall use personnel suitably qualified to perform the Services. Any material change to the scope of Services shall require a written amendment signed by both parties.

3. Compensation

As full compensation for the Services and Deliverables, Party B shall pay Party A the amounts and according to the schedule set forth below.

Unless otherwise agreed in writing, Party A shall invoice Party B and Party B shall pay all undisputed amounts within thirty (30) days of receipt of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

4. Representations and Warranties

Each party represents and warrants that: (a) it has the full power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations will not violate any law or material agreement; and (c) it will comply with all applicable laws in the performance of its obligations under this Agreement.

5. Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not disclose such Confidential Information to any third party except as necessary for performance of this Agreement or as required by law. Confidential Information shall not include information that is or becomes publicly available without breach of this Agreement, already known to the receiving party, or independently developed without use of the disclosing party's Confidential Information.

6. Indemnification

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's breach of this Agreement, negligence, willful misconduct, or infringement of third party intellectual property rights in connection with the Services or Deliverables.

7. Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, nor for loss of profits, business interruption or loss of business opportunity. The total aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Party B to Party A under this Agreement during the twelve (12) months preceding the claim.

8. Term and Termination

The term of this Agreement shall commence on the Effective Date and continue for a period of 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. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach.

Termination shall not relieve either party of obligations accrued prior to termination, including payment for Services performed and expenses incurred.

9. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and addressed to the parties at the addresses set forth below or to such other address that a party may designate in writing from time to time.

10. Amendments; Waiver

No amendment to this Agreement will be effective unless it is 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 of that right, nor shall any single or partial exercise of any right preclude further exercise of that right.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of laws principles.

12. Entire Agreement; Severability; Counterparts

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both oral and written. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue 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. Signatures transmitted by electronic means shall be binding.

13. Miscellaneous

Each party shall perform its obligations hereunder as an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, agency or franchisor-franchisee relationship between the parties. Headings are for convenience only and shall not affect interpretation.

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