Legal Oakdale Agreement

LEGAL OAKDALE AGREEMENT

This Legal Oakdale Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Party A Name: , an entity organized as: Individual Corporation LLC , with principal place of business at ; and Party B Name: , an entity organized as: Individual Corporation LLC , with principal place of business at .

Recitals

WHEREAS, Party A is engaged in the business of providing certain services and/or assets described herein and possesses particular expertise, facilities and personnel necessary to perform the obligations contemplated by this Agreement; and

WHEREAS, Party B desires to engage Party A to perform the services and deliverables specified below under the terms and conditions set forth in this Agreement, and Party A desires to accept such engagement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the subject matter hereof.

Now, Therefore

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for 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 all non-public information disclosed by a party in any form 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, including but not limited to trade secrets, technical data, business and marketing plans, and financial information.

1.2 "Deliverables" means the tangible or intangible results, reports, documentation and other items to be delivered by Party A to Party B as set forth in Section 2.

2. Scope of Services

2.1 Party A shall perform the services and provide the Deliverables described as follows:

2.2 Party A shall use commercially reasonable efforts, qualified personnel and industry-standard practices in performing the services. Party A will comply with all applicable laws, regulations and industry standards in the performance of its obligations hereunder.

3. Term and Termination

3.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. Compensation

4.1 Fees. In consideration of the performance of the services, Party B shall pay Party A the fees set forth below:

Fee Structure

4.2 Payment Terms. Payments shall be due within days of receipt of an undisputed invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Confidentiality

5.1 Each party shall (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 The obligations in this Section shall not apply to information that: (a) was in the receiving party's possession prior to receipt from the disclosing party; (b) is or becomes publicly available without breach of this Agreement; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

6. Intellectual Property

6.1 Ownership. Except for the limited license granted below, each party retains all right, title and interest in and to its pre-existing intellectual property. Party A grants to Party B a non-exclusive, non-transferable license to use Deliverables for Party B's internal business purposes, subject to continued payment of fees.

6.2 Developed IP. Unless otherwise agreed in writing, intellectual property created specifically for Party B pursuant to this Agreement and paid for in full by Party B shall be deemed "work made for hire" and owned by Party B. Party A shall execute any documents reasonably necessary to vest title in Party B.

7. Representations and Warranties

7.1 Mutual Representations. Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement does not and will not violate any other agreement to which it is a party.

7.2 Performance Warranty. Party A warrants that the services shall be performed in a professional and workmanlike manner in accordance with industry standards for a period of ninety (90) days following delivery of the applicable Deliverables. Party A's sole obligation and the exclusive remedy for breach of this warranty shall be re-performance of the deficient services or, if re-performance is not commercially practicable, refund of the fees paid for the deficient services.

8. Indemnification

8.1 By Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Party A's gross negligence or willful misconduct; or (b) any claim that the Deliverables infringe a third party's intellectual property rights, provided that Party B notifies Party A promptly and allows Party A to control the defense and settlement of such claim.

8.2 By Party B. Party B shall indemnify, defend and hold harmless Party A to the extent any claim arises from Party B's use of the Deliverables in combination with materials not supplied by Party A or from Party B's gross negligence or willful misconduct.

9. Limitation of Liability

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Notices

All notices under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may specify in writing in accordance with this Section. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

Notices to Party A

Notices to Party B

11. Amendments; Waiver; Counterparts

11.1 Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right, and no waiver shall be effective unless in writing and signed by the party granting the waiver.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding to the same extent as original signatures.

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 law principles.

13. Entire Agreement

This Agreement, including any exhibits and attachments expressly incorporated herein, 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, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute valid provision that most nearly effects the parties' intent in entering into this Agreement.

15. Miscellaneous Provisions

15.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction so long as the assignee assumes all obligations hereunder.

15.2 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary relationship or employment relationship between the parties.

Signatures

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