Legal Noble Agreement

LEGAL NOBLE AGREEMENT

This Legal Noble Agreement ("Agreement") is entered into as of by and between Party A Name: (Entity Type: Individual Corporation LLC ) with a principal place of business at ; and Party B Name: (Entity Type: Individual Corporation LLC ) with a principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing specialized services and/or deliverables described below and possesses skills, personnel and intellectual property necessary to perform such services; and

WHEREAS, Party B desires to obtain from Party A certain services, deliverables and limited licenses pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the provision, ownership and use of the Deliverables and Confidential Information exchanged between them.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Effective Date" means the date first written above. "Confidential Information" means business, technical, financial and other non-public information disclosed by a disclosing party to a receiving party, whether oral, written or electronic, that is marked confidential or should reasonably be understood to be confidential. "Deliverables" means the tangible and intangible work product to be delivered by Party A to Party B as set out in Section 2 and in any statement of work executed hereunder.

2. SCOPE OF SERVICES; COMPENSATION

2.1 Services. Party A shall perform the services and deliver the Deliverables described in the scope of work:

2.2 Compensation. As full compensation for the Services, Party B shall pay Party A the fees specified below and in any applicable statement of work. Fees are payable in accordance with the payment schedule set forth herein.

3. TERM; TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided herein.

3.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

3.3 Effect of Termination. Upon termination, Party A shall deliver all completed Deliverables and Party B shall pay for Services performed through the effective date of termination. Sections concerning confidentiality, indemnity, ownership and limitation of liability shall survive termination.

4. CONFIDENTIALITY

4.1 Non-Disclosure. Each receiving party shall hold Confidential Information of the disclosing party in strict confidence, shall not disclose it to any third party except to its employees, contractors and advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement, and shall not use such Confidential Information except to perform its obligations under this Agreement.

4.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly known without breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed by the receiving party, or (d) is required to be disclosed by applicable law or regulation, in which case the receiving party shall give prompt notice to the disclosing party when legally permitted.

5. INTELLECTUAL PROPERTY

5.1 Ownership of Pre-Existing Materials. Each party retains all right, title and interest in materials owned or developed by such party prior to or outside the scope of this Agreement ("Background Materials"). Nothing in this Agreement transfers ownership of Background Materials.

5.2 Ownership of Deliverables. Subject to full payment of fees due, Party A hereby assigns to Party B all right, title and interest in and to the Deliverables specifically prepared for Party B under this Agreement. Party A retains the right to use general skills, knowledge and techniques acquired prior to or developed during the provision of Services, provided no Confidential Information or Deliverables are disclosed.

5.3 License to Use. To the extent any Party A Background Materials are incorporated into Deliverables, Party A grants Party B a perpetual, royalty-free, non-exclusive license to use such Background Materials solely as incorporated in the Deliverables for its internal business purposes.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it has full power and authority to enter into and perform this Agreement and that its performance will not violate any applicable law or contractual obligation to any third party.

6.2 Party A represents and warrants that the Deliverables will materially conform to the specifications set forth in the scope of work for a period of days following delivery. Party A's sole obligation for breach of this warranty will be to use commercially reasonable efforts to correct nonconforming Deliverables.

7. INDEMNIFICATION

7.1 Indemnity by Party A. Party A shall defend, indemnify and hold harmless Party B and its officers, directors, employees and agents from and against third-party claims arising from (a) Party A's gross negligence or willful misconduct, or (b) an allegation that the Deliverables infringe a third party's intellectual property rights, provided Party B gives prompt written notice and cooperates in the defense.

7.2 Indemnity by Party B. Party B shall defend, indemnify and hold harmless Party A from third-party claims arising from Party B's use of the Deliverables in violation of this Agreement or applicable law.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR LOST PROFITS. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

9. INSURANCE

Party A shall maintain, at its expense, commercial general liability insurance and professional liability insurance with limits of not less than per occurrence and shall provide certificates upon request.

10. COMPLIANCE WITH LAWS

Each party shall comply with all applicable federal, state and local laws, regulations and ordinances in connection with its performance under this Agreement, including those relating to export controls, data protection and employment.

11. NOTICES

All notices under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as the receiving party designates by notice.

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in a writing signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude any other or further exercise of that right.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, together with any statements of work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that achieves, to the extent possible, the original economic and business objectives of the parties.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The parties agree that signatures transmitted by electronic means shall be valid and binding.

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