Legal Mastership Document

LEGAL MASTERSHIP DOCUMENT

This Legal Mastership Document (the "Agreement") is entered into as of Effective Date: by and between Master: with principal address , and Principal: with principal address .

RECITALS

WHEREAS, Master possesses specialized skills, knowledge, methodologies and authority to perform and supervise the services described herein and to grant limited direction and governance in the subject matter of this Agreement;

WHEREAS, Principal desires to engage Master under the terms of this Agreement to perform, oversee, and coordinate the Mastership services set forth in this Agreement and in any Statement of Work executed pursuant hereto; and

WHEREAS, the parties intend to set forth the respective rights, duties, compensation, confidentiality, intellectual property and termination provisions that will govern their relationship.

NOW, THEREFORE, in consideration of the mutual covenants 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 "Mastership" means the authority and obligations granted by Principal to Master to direct, supervise and perform the services described in Section 2 and any attached Statement(s) of Work. 1.2 "Confidential Information" means information that is disclosed by one party to the other which is designated as confidential or that reasonably should be understood to be confidential given the nature and circumstances of disclosure. Definitions in this Section control interpretation of the Agreement.

2. APPOINTMENT AND SCOPE

2.1 Appointment. Principal hereby appoints Master, and Master accepts such appointment, to act as Master with respect to the services and responsibilities set forth in this Agreement and in any written Statement of Work executed by the parties. The Master shall perform such duties in a professional, competent and timely manner.

2.2 Exclusivity. The parties agree that the Mastership is exclusive to Master for the territory and field described in the Scope of Mastership. If the checkbox is not selected, Mastership shall be non-exclusive and Principal may engage other persons to provide similar services.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until Term End Date: unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure within the notice period specified in Section 3.3. Termination for cause shall not relieve the breaching party of liabilities incurred prior to termination.

4. COMPENSATION AND PAYMENT

4.1 Taxes. Each party is responsible for its own taxes, withholding obligations and other statutory charges applicable to its performance under this Agreement unless otherwise required by law.

5. CONFIDENTIALITY

5.1 Confidentiality Obligation. Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not use such Confidential Information except to perform its obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly available without breach of this Agreement or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided herein, each party retains all right, title and interest in its pre-existing intellectual property. All work product, inventions, designs, documentation and deliverables created by Master specifically for Principal under this Agreement (collectively, "Work Product") shall be owned by Principal Master, as indicated by selection. If ownership is assigned to Principal, Master hereby assigns and agrees to assign all right, title and interest in the Work Product to Principal and executes such instruments as reasonably requested to effectuate such assignment.

7. NON-SOLICITATION

7.1 During the Term and for a period of twelve (12) months thereafter, neither party shall directly solicit for employment or engagement any employee or contractor of the other party whose employment or engagement was materially related to performance under this Agreement, unless agreed in writing. Reasonable hiring of general public applicants shall not be prohibited.

8. REPRESENTATIONS; WARRANTIES

8.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Master represents that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION

9.1 Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses arising out of the indemnifying party’s gross negligence, willful misconduct, or breach of representations, warranties or obligations in this Agreement. Indemnification obligations shall survive termination.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND SUBJECT TO APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO MASTER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

11. NOTICES

11.1 All notices, requests, consents and other communications under this Agreement shall be in writing and delivered to the addresses specified below or to such other address as a party may designate by notice in accordance with this Section.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right unless set forth in a written waiver signed by the waiving party.

12.3 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.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties below without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement, together with any Statements of Work and exhibits signed by the parties, 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.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

ADDITIONAL TERMS

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