Legal Formal Contract

LEGAL FORMAL CONTRACT

This Legal Formal Contract (the Agreement) is made and entered into as of by and between , Entity Type: Individual Corporation LLC Partnership, with a principal address at ; and , Entity Type: Individual Corporation LLC Partnership, with a principal address at .

RECITALS

WHEREAS, Party A possesses expertise, resources, personnel and facilities necessary to perform certain services described below; and

WHEREAS, Party B desires to engage Party A to perform such services on the terms and conditions set forth herein, and Party A is willing to perform the services for Party B pursuant to this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services and related matters.

NOW, THEREFORE, in consideration of the mutual promises 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

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below. "Effective Date" means the date first written above. "Confidential Information" means all non-public information, whether oral, written or electronic, disclosed by a disclosing party to the receiving party in connection with this Agreement, including trade secrets, financial information, business plans, customer lists, and technical data.

2. Scope of Services

Party A shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Party A shall supply all personnel, equipment and materials necessary for the performance of the services unless otherwise agreed in writing.

3. Term

The term of this Agreement shall commence on the Effective Date and continue until , unless earlier terminated in accordance with Section 11.

4. Compensation and Payment

As full compensation for the services, Party B shall pay Party A the fees set forth below in accordance with the payment schedule. Fees are exclusive of taxes unless otherwise stated.

Payments shall be made within the number of days specified in the payment schedule after receipt of a correct invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by law.

5. Confidentiality

Each party agrees to maintain as confidential all Confidential Information of the other party and not to disclose such Confidential Information to any third party except as strictly necessary for performance under this Agreement or as required by applicable law. The receiving party shall use at least the same degree of care in protecting the disclosing party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets for which such obligations shall survive to the maximum extent permitted by law.

6. Intellectual Property

Unless otherwise agreed in writing, all intellectual property, inventions, works of authorship and deliverables created by Party A under this Agreement specifically for Party B (collectively, the Deliverables) shall be the exclusive property of Party B upon full payment of all fees due. Party A hereby assigns to Party B all right, title and interest in such Deliverables and shall execute all documents reasonably necessary to effectuate such assignment.

Party A retains ownership of its pre-existing materials, tools, methodologies and know-how. To the extent any pre-existing materials are embedded in Deliverables, Party A grants Party B a non-exclusive, royalty-free license to use such pre-existing materials solely as incorporated in the Deliverables.

7. Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A further warrants that the services will be performed in a professional manner consistent with industry standards and that the Deliverables will not knowingly infringe any third party's intellectual property rights.

8. Indemnification

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, negligence or willful misconduct, except to the extent such claims arise from the Indemnified Party's negligence or breach.

9. Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for any indirect, incidental, consequential, special or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for any direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Party B to Party A under this Agreement in the twelve (12) months preceding the claim.

10. Termination

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 receipt of written notice specifying the breach. Either party may also terminate this Agreement without cause upon days prior written notice to the other party. Upon termination, Party B shall pay Party A for services rendered and reasonable expenses incurred through the effective date of termination.

11. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or sent by certified mail, return receipt requested, or by recognized overnight courier to the addresses set forth below or to such other address as a party may designate by notice.

12. Amendments; Waiver

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing signed by the party against whom enforcement is sought, and no waiver of any breach shall constitute a waiver of any other or subsequent breach.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall negotiate in good faith to replace such invalid provision with a valid provision that effects the parties' original intent as closely as possible.

16. 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. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

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