Legal Joint Memorandum

LEGAL JOINT MEMORANDUM

This Legal Joint Memorandum (the Memorandum) is made and entered into as of Effective Date: by and between Party A Name: and Party B Name: (each a Party and together the Parties).

RECITALS

WHEREAS, the Parties desire to set forth a non-exclusive statement of their mutual understanding regarding the joint activities described herein and their respective responsibilities with respect to the Project Name: ; and

WHEREAS, the Parties intend by this Memorandum to allocate tasks, define the scope of collaboration, and document certain terms governing confidentiality, intellectual property disposition, notice procedures and dispute resolution to avoid future misunderstanding; and

WHEREAS, this Memorandum is intended to record the Parties' present joint understanding and to provide a binding framework for cooperation, subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1. Definitions

For purposes of this Memorandum, the following terms have the meanings set forth below: "Confidential Information" means non-public technical, financial, commercial or business information disclosed by one Party to the other in any form and designated as confidential or which, by its nature, a reasonable person would understand to be confidential. "Project Deliverables" means materials, reports, products, data or work product to be produced under this Memorandum.

2. Purpose

The Parties will collaborate to accomplish the objectives described in the Scope of Work below. The purpose of the collaboration is to jointly advance the Project and to define each Party's responsibilities, contributions and expectations.

3. Scope of Work

The Parties shall perform the tasks set forth in the Scope Description. Each Party agrees to cooperate in good faith and allocate reasonable personnel and resources as described below.

4. Roles and Responsibilities

Each Party shall undertake those responsibilities expressly allocated to it in this Clause. Absent written modification, Party A shall be responsible for the following activities and deliverables, and Party B shall be responsible for the following activities and deliverables, as further detailed in the Scope Description.

5. Confidentiality

Each Party agrees to hold Confidential Information in strict confidence and not to disclose such information to any third party except as expressly permitted in writing by the disclosing Party or as required by law. The receiving Party shall use Confidential Information only for purposes of performing under this Memorandum. The obligations set forth in this Clause shall continue for a period of years from the date of disclosure.

6. Intellectual Property

Unless otherwise agreed in writing, ownership of Project Deliverables and any resulting intellectual property shall be allocated as follows: pre-existing intellectual property remains the property of the Party that contributed it; new joint inventions or works conceived or created jointly shall be jointly owned, subject to a separate written agreement governing exploitation, licensing and assignment.

7. Term and Termination

This Memorandum shall commence on the Effective Date and shall continue until the earlier of the completion of the Project or Termination Date: , unless earlier terminated in accordance with this Clause. Either Party may terminate this Memorandum for material breach by the other Party if such breach is not cured within 30 days after written notice specifying the breach.

8. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct in performing its obligations under this Memorandum, subject to applicable law.

9. Limitation of Liability

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, punitive or special damages, and the total liability of either Party arising out of or relating to this Memorandum shall not exceed the direct damages reasonably foreseeable at the time of execution.

10. Notices

All notices or communications required or permitted under this Memorandum shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

11. Amendments; Waiver

No amendment, modification or waiver of any provision of this Memorandum will 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 operate as a waiver of that right.

12. Counterparts

This Memorandum may be executed in counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

13. Governing Law; Entire Agreement; Severability

This Memorandum shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. This Memorandum constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings. If any provision of this Memorandum is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Miscellaneous

The Parties shall perform their obligations hereunder as independent entities. Nothing in this Memorandum creates an agency, partnership or joint venture except as expressly provided in a separate written agreement. The Parties shall comply with applicable laws while performing under this Memorandum.

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