Legal Natural Person Agreement

LEGAL NATURAL PERSON AGREEMENT

This Legal Natural Person Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Natural Person: with mailing address (hereinafter "Natural Person" or "Party A"), and Counterparty: with mailing address (hereinafter "Counterparty" or "Party B"). Party A and Party B may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS

WHEREAS, Party A is a natural person with the experience, skill and qualifications described in the Statement of Services below and is capable of performing certain services for Party B as set forth in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform such services on the terms and conditions set forth herein, and Party A desires to accept such engagement; and

WHEREAS, the Parties intend by this Agreement to set forth their mutual covenants, rights and obligations with respect to such engagement.

NOW THEREFORE, in consideration of the mutual promises and 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

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Confidential Information" means all non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. "Services" means the duties and deliverables described in Section 2.

2. ENGAGEMENT; SCOPE OF SERVICES

Party B hereby engages Party A, and Party A accepts such engagement, to perform the Services described below in accordance with the terms of this Agreement. The Services to be performed by Party A are:

Party A shall perform the Services in a professional and workmanlike manner consistent with industry standards and shall comply with all applicable laws and regulations. Party A shall furnish all tools and equipment necessary to perform the Services unless otherwise agreed in writing.

3. TERM; TERMINATION

The term of this Agreement shall commence on the Effective Date and shall continue for a period of months, unless earlier terminated as provided herein (the "Term").

Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate immediately for material breach which remains uncured for a period of days after written notice of such breach.

4. COMPENSATION; EXPENSES

As full compensation for the Services, Party B shall pay Party A as follows:

Unless otherwise agreed in writing, Party A shall be responsible for all taxes and social contributions arising from the compensation paid under this Agreement. Party B will reimburse pre-approved reasonable out-of-pocket expenses upon submission of supporting receipts.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A represents and warrants that Party A is a natural person with the authority to perform the Services and that performance of the Services will not violate any agreement with third parties.

6. CONFIDENTIALITY

Each Party shall hold in strict confidence and shall not disclose to any third party any Confidential Information received from the other Party, except as required by law or with the disclosing Party's prior written consent. Confidential Information shall not include information that (a) is or becomes publicly available through no breach of this Agreement by the receiving Party, (b) was known to the receiving Party prior to disclosure, or (c) is rightfully received from a third party without restriction.

7. INDEPENDENT CONTRACTOR

Party A is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency between the Parties. Party A shall have no authority to bind Party B except as expressly provided in writing.

8. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (collectively, the "Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any third-party claim to the extent caused by the Indemnifying Party's breach of this Agreement, negligence, or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, AND IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth below or as otherwise designated in writing by either Party.

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 waiver of any breach shall be deemed a waiver of any other breach.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the Parties' original intent.

15. COUNTERPARTS; SIGNATURES

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. Electronic signatures shall be deemed original signatures for all purposes.

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