Legal Joint Document Agreement

LEGAL JOINT DOCUMENT AGREEMENT

This Legal Joint Document Agreement ("Agreement") is made and entered into as of Effective Date: by and between Party A: , entity type Individual Corporation LLC and Party B: , entity type Individual Corporation LLC.

RECITALS

WHEREAS, the Parties wish to collaborate to prepare, develop, maintain and exploit certain joint documents, materials, and related deliverables as described herein (collectively, the "Joint Documents"); and

WHEREAS, each Party has distinct skills, resources and rights useful to the preparation and commercialization of the Joint Documents; and

WHEREAS, the Parties desire to set forth their respective rights, responsibilities and obligations with respect to creation, ownership, use, confidentiality, and disposition of the Joint Documents.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and 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 proprietary information disclosed by a Party in any form that is designated as confidential or which, by its nature, would reasonably be considered confidential, including but not limited to drafts, notes, specifications, business plans, and unpublished data.

1.2 "Joint Documents" means all documents, media, materials and derivative works created, authored, revised or contributed to by the Parties jointly in the course of their collaboration under this Agreement.

2. PURPOSE

The purpose of this Agreement is to define the Parties' respective rights and obligations with respect to the preparation, ownership, exploitation, protection and confidentiality of the Joint Documents, and to establish procedures for decision making, distribution and termination with respect to those Joint Documents.

3. CREATION AND CONTRIBUTIONS

3.1 Each Party shall contribute to the Joint Documents in accordance with an agreed scope of work. The initial description of the project and scope is:

3.2 Each Party shall retain records of its contributions and shall, upon reasonable request, provide copies of source materials, drafts and annotations to the other Party to facilitate joint preparation and revision.

4. OWNERSHIP; INTELLECTUAL PROPERTY

4.1 Unless otherwise agreed in writing in a separate instrument, Joint Documents shall be owned as joint works by the Parties. Each Party shall have an undivided interest in the Joint Documents proportional to its documented contributions, subject to the terms of this Agreement.

4.2 Each Party hereby grants to the other a non-exclusive, royalty-free license to use, reproduce, modify and distribute the Joint Documents solely for the purposes set forth in this Agreement, pending any further written agreement regarding commercial exploitation.

5. CONFIDENTIALITY

5.1 Each Party agrees to hold Confidential Information of the other Party in strict confidence, to use it only for the purposes of performing under this Agreement, and to disclose it only to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

5.2 Confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public without breach of this Agreement; (b) was already in the receiving Party's possession without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement; (b) its performance will not breach any other agreement; and (c) to the best of its knowledge, its contributions do not infringe the intellectual property rights of any third party. Each such representation is material and survives termination with respect to matters arising during the Term.

7. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of or relating to a breach of the Indemnifying Party's representations, warranties or obligations under this Agreement, except to the extent such claims arise from the Indemnified Party's own gross negligence or willful misconduct.

8. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BETWEEN THE PARTIES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. TERM AND TERMINATION

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

9.2 Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

9.3 Sections concerning Confidentiality, Ownership, Indemnification, Limitation of Liability, Governing Law and any other provisions that by their nature should survive, shall survive expiration or termination of this Agreement.

10. NOTICES

Party A — Notice Address

Party B — Notice Address

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses above by certified mail, courier, or email if the receiving Party has provided a designated electronic notice address in writing. Notice is effective upon receipt.

11. AMENDMENTS; 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 waiver of any breach shall constitute a waiver of any other breach.

12. 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.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

13.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to effectuate the original intent to the greatest extent permitted by law.

13.3 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.

14. MISCELLANEOUS

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

14.2 Expenses. Unless otherwise agreed in writing, each Party shall bear its own costs and expenses incurred in connection with the preparation and performance of the Joint Documents.

14.3 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably requested by the other Party to effectuate the purposes of this Agreement.

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