Legal Opening Document

LEGAL OPENING DOCUMENT

This Legal Opening Document (the "Agreement") is made and entered into as of by and between Opening Party: , an entity organized as , with principal address at (hereinafter "Opening Party"), and Responding Party: , an entity organized as , with principal address at (hereinafter "Responding Party").

RECITALS

WHEREAS, Opening Party desires to initiate a formal relationship with Responding Party for the purpose of commencing the activities described below; and

WHEREAS, Responding Party represents that it has the authority, expertise, and capacity to perform the initial activities and to comply with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing the initial opening activities, responsibilities, confidentiality, and the process for transition to any subsequent definitive agreement.

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

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Confidential Information" means any 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. "Deliverables" means the tangible or intangible materials, reports, documentation, prototypes, or other items to be provided by Responding Party as described in Section 2.

2. PURPOSE AND SCOPE

2.1 Purpose. The purpose of this Agreement is to define the initial scope of activities to commence the relationship between the parties. The initial project or activity shall be:

2.2 Deliverables. Responding Party shall prepare and deliver the following initial deliverables in accordance with the schedule and specifications set forth below:

3. TERM; 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 by providing written notice to the other party at least days prior to the effective date of termination.

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

4. CONFIDENTIALITY

Each party shall hold the other party's Confidential Information in strict confidence and shall not disclose such information to any third party except to employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already in the receiving party's lawful possession prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or judicial order, provided that the receiving party provides prompt notice to the disclosing party to permit seeking protective measures.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all pre-existing intellectual property of each party shall remain the sole property of that party. Deliverables created by Responding Party specifically for Opening Party under this Agreement shall be owned by subject to any licenses expressly granted in a separate written instrument.

6. REPRESENTATIONS; WARRANTIES

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, that execution and performance will not violate any other agreement to which it is a party, and that its performance will be in material compliance with applicable laws. Responding Party further warrants that the Deliverables will materially conform to the specifications described in Section 2 for a period of sixty (60) days following delivery.

7. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) to the extent arising out of the Indemnifying Party's breach of this Agreement, gross negligence or willful misconduct. The Indemnified Party shall promptly notify the Indemnifying Party of any claim and shall cooperate in the defense, provided that failure to give such notice shall not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below. Notices shall be effective upon receipt.

10. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, except by a written waiver signed by the waiving party.

11. COUNTERPARTS; ELECTRONIC 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. Signatures delivered electronically or by facsimile shall be deemed to be original signatures.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall endeavor in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision the economic effect of which is as close as possible to that of the invalid or unenforceable provision.

15. MISCELLANEOUS

15.1 Remedies. Except as otherwise provided herein, the rights and remedies provided under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity.

15.2 Relationship of the Parties. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between them.

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