Legal Formal Agreement

LEGAL FORMAL AGREEMENT

This Legal Formal Agreement ("Agreement") is made and entered into as of by and between , an entity of type Corporation LLC Individual , with principal place of business at (hereinafter "First Party"), and , an entity of type Corporation LLC Individual , with principal place of business at (hereinafter "Second Party"). First Party and Second Party are each a "Party" and together the "Parties."

RECITALS

WHEREAS, First Party is engaged in the business of providing services and/or deliverables described herein; and

WHEREAS, Second Party desires to retain First Party to perform certain services under the terms and conditions set forth in this Agreement, and First Party agrees to provide such services; and

WHEREAS, the Parties intend by this Agreement to set forth their mutual rights and obligations with respect to the services, payment, ownership, confidentiality, and other matters described below.

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 "Services" means the services and deliverables to be provided by First Party as described in the Statement of Work attached or set forth in Section 2. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be considered confidential.

2. SCOPE OF SERVICES

2.1 First Party shall perform the Services described as follows:

2.2 First Party shall use commercially reasonable efforts to perform the Services in a timely and professional manner in accordance with industry standards.

3. TERM

3.1 This Agreement commences on the Effective Date and, unless earlier terminated in accordance with Section 10, continues for an initial period of (the "Initial Term"). The Agreement will automatically renew for successive periods of unless either Party provides written notice of non-renewal at least prior to the end of the then-current term.

4. COMPENSATION

4.1 In consideration for the Services, Second Party shall pay First Party the fees set forth below. All fees are exclusive of taxes. The Parties agree as follows:

4.2 Payment Terms: Invoices shall be payable within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

5. CONFIDENTIALITY

5.1 Each Party shall maintain in confidence and shall not disclose or use any Confidential Information of the other Party except as necessary to perform its obligations under this Agreement. The obligations in this Section do not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully in the receiving Party's possession prior to receipt; (c) is independently developed; or (d) is required to be disclosed by law, provided the disclosing Party gives prompt notice and cooperates regarding protective measures.

6. INTELLECTUAL PROPERTY

6.1 Unless otherwise expressly agreed in writing, all pre-existing intellectual property shall remain the sole property of the owning Party. Unless otherwise specified in a statement of work, First Party hereby grants to Second Party a non-exclusive, non-transferable license to use deliverables solely for Second Party's internal business purposes. Any rights not expressly granted are reserved.

7. REPRESENTATIONS AND WARRANTIES

7.1 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 performance will not violate any agreement, law, or regulation applicable to such Party.

8. INDEMNIFICATION

8.1 Each Party ("Indemnitor") shall indemnify, defend and hold harmless the other Party ("Indemnitee") from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of this Agreement, negligent acts, willful misconduct, or infringement of third-party intellectual property rights, provided Indemnitee gives prompt written notice and reasonable cooperation to Indemnitor.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR A PARTY'S LIABILITY FOR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR LIABILITY ARISING FROM BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, AND IN NO EVENT SHALL A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY SECOND PARTY TO FIRST PARTY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. TERMINATION

10.1 Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. 10.2 Upon termination, Second Party shall pay First Party for Services properly performed through the effective date of termination and reimburse any non-cancelable obligations reasonably incurred.

11. NOTICES

11.1 All notices under this Agreement must be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses below or such other addresses as a Party may designate by notice.

12. AMENDMENTS; WAIVER

12.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No delay or failure in enforcing any right shall constitute a waiver of that right.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: , without regard to its conflict of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement, together with any attachments or statements of work, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. 14.2 If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified or severed to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15. COUNTERPARTS

15.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding and shall constitute originals for all purposes.

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