Legal Initial Agreement

LEGAL INITIAL AGREEMENT

This Legal Initial Agreement ("Agreement") is made and entered into as of the day of , (the "Effective Date"), by and between Party A Name: , entity type Individual Corporation Limited Liability Company , with principal place of business at (hereinafter "Party A"), and Party B Name: , entity type Individual Corporation Limited Liability Company , with principal place of business at (hereinafter "Party B"). Party A and Party B may be individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A possesses certain capabilities, services and/or expertise that Party B wishes to engage for preliminary collaboration and evaluation; and

WHEREAS, the Parties desire to set forth in this Agreement the initial terms, conditions and mutual understandings applicable to any interim activities, disclosure of information, and assignment of responsibilities pending negotiation of a comprehensive definitive agreement.

WHEREAS, the Parties intend that certain protections and obligations provided herein shall survive the termination of this Agreement and shall govern their initial relationship.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, 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 in any other form, that is designated as confidential or that by its nature should reasonably be understood to be confidential, including without limitation business plans, financial information, technical data, prototypes, trade secrets, and third-party confidential information in the disclosing Party's possession.

2. SCOPE OF INITIAL ACTIVITIES

2.1 Initial Activities. The Parties agree to undertake initial activities as set forth below. These activities are intended solely for preliminary assessment and do not create obligations beyond those expressly set forth in this Agreement.

3. TERM; TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of months, unless earlier terminated in accordance with this Agreement (the "Term").

3.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon days' prior written notice to the other Party.

3.3 Effect of Termination. Termination shall not relieve either Party of obligations accrued prior to the effective date of termination, including payment obligations and obligations of confidentiality and indemnification that by their nature survive termination.

4. CONFIDENTIALITY

4.1 Non-Disclosure. Each Party shall (a) hold the other Party's Confidential Information in strict confidence, (b) not disclose such Confidential Information to any third party except to its employees, agents or contractors on a strict need-to-know basis who are bound by confidentiality obligations at least as protective as those herein, and (c) not use such Confidential Information for any purpose other than the performance of this Agreement.

4.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach by the receiving Party; (b) was lawfully in the receiving Party's possession prior to disclosure; (c) is rightfully received by the receiving Party from a third party without restriction; or (d) is independently developed by the receiving Party.

5. PAYMENT; FEES

5.1 Fees. In consideration for initial activities performed under this Agreement, Party B shall pay Party A the amount of .

5.2 Invoicing and Payment Terms. Party A shall invoice Party B and Party B shall pay invoices within days of receipt, unless otherwise agreed in writing.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided in a definitive agreement to be negotiated, each Party retains all right, title and interest in and to its pre-existing intellectual property. Any inventions, works of authorship or other deliverables created solely by a Party in connection with the initial activities shall be owned by the creating Party unless the Parties execute a separate written agreement to the contrary.

6.2 License. To the extent necessary for the Parties to perform the initial activities, each Party grants the other a limited, non-exclusive, non-transferable, revocable license to use its intellectual property solely for the purposes contemplated by this Agreement.

7. REPRESENTATIONS; WARRANTIES

Each Party represents and warrants that it has the full corporate or legal power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement and the performance of its obligations will not violate any law, regulation, or agreement to which it is subject.

8. INDEMNIFICATION

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

9. LIMITATION OF LIABILITY

Except for liability arising from a Party's willful misconduct, fraud, or its obligations under Section 4 (Confidentiality) or Section 8 (Indemnification), neither Party shall be liable for any indirect, incidental, consequential, special or punitive damages, including lost profits, even if advised of the possibility of such damages.

10. NOTICES

10.1 Form of Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic mail provided that a confirmation copy is sent by one of the foregoing methods.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.

11.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. A waiver of any right or remedy on one occasion shall not be construed as a waiver on any other occasion.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 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.

12.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that most nearly effects the Parties' intent.

13. MISCELLANEOUS PROVISIONS

13.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

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