Legal Outline Agreement

LEGAL OUTLINE AGREEMENT

This Legal Outline Agreement ("Agreement") is made and entered into as of by and between Client Name: , a , with principal place of business at (hereinafter "Client"), and Service Provider Name: , a , with principal place of business at (hereinafter "Provider"). Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client and Provider desire to set forth in outline form the principal commercial and legal terms under which the Parties intend to negotiate and prepare a definitive agreement setting forth the final, binding obligations of the Parties; and

WHEREAS, the Parties acknowledge that this Agreement is intended to record mutual understandings and to govern certain interim matters, including confidentiality, exclusivity (if any), and procedures for negotiation of the definitive agreement; and

WHEREAS, the Parties intend to proceed diligently to negotiate and execute a definitive agreement containing customary representations, warranties, covenants, termination rights, and other provisions appropriate to the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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

For purposes of this Agreement, capitalized terms not otherwise defined have the meanings set forth in this Section. "Confidential Information" means information disclosed by a Party that is designated as confidential or that, under the circumstances, would reasonably be understood to be confidential. "Definitive Agreement" means the final binding agreement to be negotiated and executed by the Parties reflecting the terms set forth in this Outline and any additional commercially reasonable terms agreed by the Parties.

2. OUTLINE OF KEY TERMS

The Parties agree that the following principal business and commercial terms constitute the outline upon which the Parties will negotiate the Definitive Agreement. These terms are non-exhaustive and subject to modification by mutual written agreement:

3. TERM; TERMINATION

The obligations of the Parties under this Agreement shall commence on the Effective Date and shall continue until the earlier of: (a) execution of the Definitive Agreement by the Parties; (b) mutual written agreement of the Parties to terminate this Agreement; or (c) termination by either Party upon thirty (30) days' prior written notice to the other Party. Termination of this Agreement shall not relieve either Party of any liability for breaches occurring prior to termination.

4. CONFIDENTIALITY

Each Party shall maintain as confidential all Confidential Information disclosed by the other Party and shall not disclose such Confidential Information to any third party except to those employees, agents, or advisors who have a need to know and who are subject to confidentiality obligations no less protective than those contained herein. Confidential Information shall not include information that is or becomes publicly available through no breach of this Agreement, was known to the receiving Party prior to disclosure, or is required to be disclosed by law, provided that the receiving Party gives prompt notice to the disclosing Party and cooperates in seeking a protective order.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in the Definitive Agreement, each Party shall retain ownership of its pre-existing intellectual property. Any intellectual property created solely by a Party in connection with the Services shall be owned by that Party, and any joint developments shall be owned as mutually agreed in the Definitive Agreement. The Parties may negotiate and document licenses or transfers of intellectual property rights in the Definitive Agreement.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the full corporate power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or organizational action; and (c) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party (the "Indemnifying Party") shall indemnify and hold harmless the other Party (the "Indemnified Party") from and against any losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement or any third-party claim attributable to the Indemnifying Party's negligent acts or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S FAILURE TO MAINTAIN CONFIDENTIALITY.

8. NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below, or to such other address as a Party may designate by written notice to the other Party.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. 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.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered in accordance with the arbitration rules chosen by the Parties in the Definitive Agreement; provided, however, that either Party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending resolution of the dispute.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire understanding and 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. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, the remaining provisions shall continue in full force and effect and the Parties shall endeavor to replace any invalid or unenforceable provision with a valid provision that achieves, to the greatest extent possible, the original intent of the Parties.

12. FURTHER ASSURANCES

Each Party agrees to execute and deliver such further documents and to take such further actions as may be reasonably necessary to carry out the purposes of this Agreement and to effectuate the negotiations contemplated herein.

13. FEES AND EXPENSES

Except as otherwise agreed in writing, each Party shall bear its own fees and expenses incurred in connection with the negotiation and preparation of the Definitive Agreement. If any third-party fees or out-of-pocket expenses are payable to facilitate the Services, such fees and the allocation of payment shall be set forth in the Definitive Agreement or as otherwise agreed in writing.

The Parties acknowledge that certain provisions of this Agreement (including the confidentiality and indemnification provisions) are intended to survive termination of this Agreement and shall survive as specified herein or in the Definitive Agreement.

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