Legal FL-144 Form

LEGAL FL-144 FORM

This Legal FL-144 Form (the Agreement) is entered into as of by and between Party 1 Name: with principal address: and Party 2 Name: with principal address: .

RECITALS

WHEREAS, Party 1 is engaged in activities described as: ; and

WHEREAS, Party 2 possesses certain information, services, or obligations relevant to the subject matter described as:

WHEREAS, the parties desire to set forth their respective rights and obligations in writing and to provide for confidentiality, indemnity, and procedures for notice and termination as set forth below.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by either party in any form, whether oral, written, electronic or otherwise, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to financial data, business plans, customer lists, pricing, trade secrets, and proprietary processes.

1.2 "Effective Date" means the date set forth above in the opening paragraph.

2. SCOPE OF AGREEMENT

2.1 Subject Matter. The parties agree to cooperate with respect to the subject described in Section Recitals, and each party shall perform the duties and obligations expressly set forth in this Agreement.

2.2 Services. If services are to be provided, the scope, schedule and deliverables shall be documented in writing and signed by authorized representatives of both parties. Any such statement of work forms part of this Agreement.

3. CONSIDERATION

3.1 Payment Terms. Payment shall be made as follows: . All amounts payable hereunder are exclusive of taxes unless otherwise stated.

4. CONFIDENTIALITY

4.1 Duty of Confidentiality. Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose such information except to employees, agents or contractors who have a need to know and who are bound to confidentiality obligations no less protective than those herein.

4.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was known to the receiving party prior to disclosure without obligation of confidentiality; (c) is rightfully received from a third party without restriction and without breach of this Agreement; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations. Each party represents and warrants that it has the 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 law or contractual obligation to any third party.

5.2 No Other Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. INDEMNIFICATION

6.1 Indemnity by Party 1. Party 1 shall indemnify, defend and hold harmless Party 2 and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of Party 1's representations, warranties or obligations under this Agreement.

6.2 Indemnity by Party 2. Party 2 shall indemnify, defend and hold harmless Party 1 and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of Party 2's representations, warranties or obligations under this Agreement.

7. LIMITATION OF LIABILITY

7.1 Except for claims arising from a party's gross negligence, willful misconduct, or indemnity obligations hereunder, neither party shall be liable to the other for any consequential, incidental, special, punitive or indirect damages, including loss of profits, revenue or business opportunity, whether in contract, tort or otherwise, even if advised of the possibility of such damages.

8. TERM AND TERMINATION

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

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

8.3 Effect of Termination. Upon termination, all rights and obligations of the parties shall cease except that accrued payment obligations, confidentiality obligations, indemnity provisions and any sections which by their nature survive termination shall continue in full force and effect.

9. NOTICES

9.1 Any notice or communication required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as a party may specify by notice in accordance with this Section. Notices shall be deemed given when delivered personally, when sent by confirmed facsimile transmission, when sent by nationally recognized overnight courier, or three days after being mailed by certified mail, return receipt requested.

10. AMENDMENTS; WAIVER

10.1 Amendments. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

10.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of future enforcement of that or any other provision.

11. 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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and the parties shall substitute for any invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision.

14. COUNTERPARTS

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. Electronic or facsimile signatures shall be binding and enforceable as originals.

SIGNATURES

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