Legal FOLOS Agreement

LEGAL FOLOS AGREEMENT

This Legal FOLOS Agreement ("Agreement") is made effective as of by and between Client Name: ("Client") and FOLOS Provider Name: ("Provider"). Client and Provider are collectively referred to as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Provider has expertise and resources to identify, originate, refer or otherwise source potential customers, leads, opportunities and transactions (collectively, "FOLOS Services") relevant to Client's business; and

WHEREAS, Client desires to engage Provider to perform FOLOS Services on the terms and conditions set forth in this Agreement and Provider desires to accept such engagement;

WHEREAS, the Parties intend that Provider shall be compensated by reference to successful introductions, conversions or revenue derived from the Parties' transactions as further described below.

NOW THEREFORE, in consideration of the mutual covenants and 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

"Accepted Lead" means a prospective customer or opportunity that (a) is introduced to Client by Provider in writing or electronic form, (b) meets the materially relevant criteria identified in the Scope of Services, and (c) results in a Transaction within the applicable Measurement Period.

"Transaction" means a binding sale, license, contract or other revenue-generating arrangement between Client and an Accepted Lead in which Client receives Gross Revenue directly attributable to such Accepted Lead.

"Gross Revenue" means the sum of all amounts actually received by Client from a Transaction, net of sales taxes, refunds and chargebacks, but prior to deduction for operating expenses, taxes or other retained earnings.

2. ENGAGEMENT AND SCOPE

2.1 Engagement. Client engages Provider to perform FOLOS Services as described in the Scope of Services below. Provider shall perform such services in a professional and commercially reasonable manner, consistent with industry standards.

3. FEES, CALCULATION AND PAYMENT

3.1 Fee Structure. As full compensation for Provider's FOLOS Services, Client shall pay Provider a fee equal to of applicable Gross Revenue derived from Transactions attributable to Accepted Leads (the "Commission"). The Parties acknowledge that Commission is calculated on Gross Revenue and not on net profit.

3.2 Measurement Period. Commissions shall be calculated on Transactions consummated during the period beginning on the date of acceptance of a Lead and continuing for following such acceptance, unless otherwise agreed in writing.

4. TERM; TERMINATION

4.1 Term. This Agreement commences on the Effective Date and continues for an initial term of unless earlier terminated as provided herein. Thereafter the Agreement shall until terminated.

4.2 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 specifying the breach.

4.3 Effect of Termination. Termination shall not relieve Client of its obligation to pay all Commissions accrued and owing to Provider for Transactions arising from Accepted Leads prior to termination in accordance with Section 3.

5. CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose to any third party any Confidential Information (as defined below) of the other Party. "Confidential Information" includes, without limitation, nonpublic information regarding business plans, pricing, customer lists, leads, lead criteria, financial information, trade secrets and technical information. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall survive for so long as they remain trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

Unless expressly agreed in writing, Provider grants no license to Client under any Provider intellectual property, and Client grants no license to Provider under any Client intellectual property. To the extent Provider provides marketing materials, templates or methodology to Client, Provider grants Client a limited, nonexclusive, nontransferable license to use such materials solely for the performance and receipt of Services under this Agreement.

7. REPRESENTATIONS; WARRANTIES

Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) performance by it of its obligations will not violate any applicable law or agreement to which it is a party; and (c) execution and delivery of this Agreement have been duly authorized by all necessary corporate or organizational action.

8. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and affiliates from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, Provider's gross negligence or willful misconduct, or Provider's violation of law in connection with the performance of FOLOS Services. Client shall indemnify Provider to the extent claims arise from Client's breach or Client's use of Leads in a manner inconsistent with this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF THE CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS. EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) TWO TIMES THE AVERAGE MONTHLY FEES PAID DURING SUCH PERIOD.

10. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, rules and regulations in the performance of its obligations hereunder, including without limitation laws governing privacy, marketing, telemarketing, data protection and anti-bribery. Provider shall not knowingly submit or refer any Lead in violation of applicable law or in breach of contractual commitments owed to third parties.

11. NOTICES

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 shall be deemed given upon receipt if delivered by hand, three (3) business days after deposit in certified mail (return receipt requested), or one (1) business day after delivery by nationally recognized overnight courier.

12. AMENDMENTS; WAIVER

No amendment, modification or addition to this Agreement shall be binding unless reduced to writing and signed by authorized representatives of both Parties. Failure or delay by a Party to exercise any right shall not constitute a waiver of that right.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. The Parties agree that electronic signatures shall have the same force and effect as original signatures.

14. DISPUTE RESOLUTION

Any dispute arising out of or relating to this Agreement, including its formation, performance or breach, shall first be attempted to be resolved through good faith negotiation between senior executives of the Parties. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in under the rules agreed by the Parties, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the unenforceable provision with a valid provision that achieves, to the extent possible, the original economic intent.

16. MISCELLANEOUS PROVISIONS

16.1 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture or employment relationship between the Parties.

16.2 Non-Solicitation. During the Term and for a period of twelve (12) months after termination, neither Party shall solicit for hire or hire any individual who is an employee of the other Party without the other Party's prior written consent.

16.3 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets upon notice to the other Party.

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