Legal High Agreement

LEGAL HIGH AGREEMENT

This Legal High Agreement ("Agreement") is made and entered into as of by and between Provider Name: (referred to herein as "Provider"), and Client Name: (referred to herein as "Client"). Provider and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider develops, markets, and supplies certain products, services, processes and documentation relating to the Legal High offering, including but not limited to advisory services, training materials, and product formulations (collectively, "Legal High Offering"); and

WHEREAS, Client desires to obtain from Provider certain rights to receive, use, resell or otherwise engage with one or more components of the Legal High Offering under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to grant such rights to Client, and the Parties wish to define their respective rights, duties and obligations with respect to the delivery, payment and protection of confidential and proprietary information.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a Party to the other Party, whether oral, written, electronic or other form, that is designated confidential or that, by its nature, should reasonably be understood to be confidential, including business plans, product specifications, formulas, test data, trade secrets, customer lists and pricing.

1.2 "Services" means the specific activities to be performed by Provider as described in Section 2 and any attachment or statement of work incorporated into this Agreement.

2. SCOPE OF SERVICES; LICENSE

2.1 Services. Provider shall provide the Legal High Offering as set forth in the following description:

2.2 License Grant. Subject to Client's payment of fees and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable license to use the deliverables and documentation provided by Provider solely for Client's internal business purposes, except as expressly authorized in writing by Provider. No right to sublicense is granted except by written agreement.

3. TERM; RENEWAL; TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and continue for a period of months unless earlier terminated as provided herein.

3.2 Renewal. The Agreement shall

3.3 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice.

4. FEES; PAYMENT

4.1 Fees. Client shall pay Provider the fees described in the following schedule: Amount: $ ; Payment schedule:

4.2 Late Payment. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum permitted by law, plus Provider's costs of collection, including reasonable attorneys' fees.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party shall (a) protect Confidential Information of the other Party with at least the same degree of care that it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose such Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations; and (c) use Confidential Information only to perform its obligations under this Agreement.

5.2 Exclusions. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving Party; (ii) was in the receiving Party's possession prior to disclosure as shown by written records; or (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except for the limited license expressly granted herein, Provider retains all right, title and interest in and to the Legal High Offering, Provider's pre-existing materials, trade secrets and any intellectual property created by Provider in connection with the Services.

6.2 Client Materials. Client retains ownership of materials provided by Client to Provider. Client grants Provider a limited, non-exclusive license to use Client materials to perform the Services.

7. REPRESENTATIONS; WARRANTIES; DISCLAIMER

7.1 Mutual Representations. Each Party represents that it has the full corporate or legal power and authority to enter into and perform this Agreement and that its execution will not violate any other agreement.

7.2 Provider Warranty. Provider warrants that it will perform Services in a professional and workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, Client's sole and exclusive remedy shall be re-performance of the Services or, if Provider cannot remedy the breach within a reasonable period, a refund of the fees for the deficient Services.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Provider. Provider shall indemnify and hold harmless Client from and against any third-party claim alleging that the deliverables infringe a third party's issued patent, copyright, or trademark, provided Client gives Provider prompt written notice and sole control of the defense and settlement. Provider will not be liable for indemnity to the extent the claim arises from (a) Client's modification of the deliverables, (b) Client's combination of the deliverables with other materials, or (c) Client's failure to use corrections provided by Provider.

8.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES.

9. INSURANCE

Provider shall, at its expense, maintain commercial general liability insurance and professional liability insurance in amounts reasonably adequate for the scope of the Services and upon request shall provide certificates of insurance to Client.

10. NOTICES

Provider Notice Address

Client Notice Address

11. AMENDMENT; WAIVER

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 failure or delay by either Party in exercising any right shall constitute a waiver of that right.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any attachments, exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute provision.

14. 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 valid and binding.

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