Legal Form 10

LEGAL FORM 10

This Legal Form 10 (the "Agreement") is entered into as of Effective Date: by and between Party A Name: , Entity Type: Individual Corporation LLC , principal place of business at ; and Party B Name: , Entity Type: Individual Corporation LLC , principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and possesses expertise and personnel necessary to perform the services described in this Agreement;

WHEREAS, Party B desires to procure such services from Party A on the terms and conditions set forth herein and Party A is willing to provide such services to Party B;

WHEREAS, the parties desire to set forth their mutual rights and obligations in writing to avoid misunderstandings and to provide a clear dispute resolution framework;

NOW THEREFORE, in consideration of the mutual 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. "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, including business plans, technical data, know-how, trade secrets, financial information and customer lists, and which is designated as confidential or would reasonably be understood to be confidential.

1.2. "Services" means the tasks and deliverables described in Section 2 and any attached schedules. Any capitalized term not defined herein shall have the meaning ascribed to it elsewhere in this Agreement.

2. SCOPE OF SERVICES

2.1. Party A shall provide the Services as described in the scope below and any attachments. Party A shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

3. COMPENSATION; PAYMENT

3.1. Fees. In exchange for the Services, Party B shall pay Party A the fees set forth below. Fees are exclusive of taxes unless otherwise stated.

3.2. Late Payment. Overdue amounts shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Party B shall also reimburse Party A for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

4. TERM AND TERMINATION

4.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue for Term: unless earlier terminated in accordance with this Agreement.

4.2. Termination for Convenience. Either party may terminate this Agreement for convenience upon providing Termination Notice: days' prior written notice to the other party.

4.3. Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach.

5. CONFIDENTIALITY

5.1. Protection. Each party shall hold the other party's Confidential Information in strict confidence and shall not disclose such information except to employees, affiliates, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

5.2. Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known other than through a breach of this Agreement; (b) is lawfully received from a third party without restriction; or (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1. Ownership. Except as expressly provided in this Agreement, each party retains all right, title and interest in and to its pre-existing intellectual property. All deliverables produced by Party A under this Agreement shall be deemed Work Product.

6.2. License. Upon full payment of all fees due, Party A grants to Party B a non-exclusive, non-transferable license to use the Work Product for Party B's internal business purposes, subject to any third-party licenses and restrictions set forth in an applicable attachment.

7. REPRESENTATIONS AND WARRANTIES

7.1. Mutual Representations. Each party represents and warrants that it has full corporate power and authority to enter into and perform this Agreement, that the Agreement constitutes a legal, valid and binding obligation enforceable against it, and that its execution will not violate any other agreement or law.

7.2. Party A Warranty. Party A warrants that the Services will be performed in a professional manner consistent with generally accepted industry practices. If Services fail to conform, Party A shall re-perform such Services at no additional charge to Party B.

8. INDEMNIFICATION

8.1. By Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Party A's gross negligence or willful misconduct in performing the Services or material breach of its representations.

8.2. By Party B. Party B shall indemnify, defend 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 misuse of the Services, violation of law, or breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1. Exclusion. EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS AND A PARTY'S LIABILITY FOR DEATH OR BODILY INJURY RESULTING FROM ITS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES WHETHER IN CONTRACT, TORT OR OTHERWISE.

9.2. Cap. Except for liability arising from willful misconduct or indemnification obligations, the aggregate liability of either party arising from or related to this Agreement shall not exceed the total fees paid by Party B to Party A in the twelve (12) months preceding the event giving rise to the claim:

10. NOTICES

10.1. Method. All notices required or permitted hereunder shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested) or email to the addresses specified below. Notices shall be effective upon receipt.

11. MISCELLANEOUS

11.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

11.2. Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

11.3. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely matches the parties' intent.

11.4. Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

11.5. Counterparts. 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 delivered by electronic means shall be binding.

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