Legal Overall Agreement

LEGAL OVERALL AGREEMENT

This Legal Overall Agreement ("Agreement") is entered into as of Effective Date: by and between Party A Name: , an entity organized as Individual Corporation Limited Liability Company , and Party B Name: , an entity organized as Individual Corporation Limited Liability Company .

RECITALS

WHEREAS, Party A and Party B desire to set forth the terms and conditions governing their relationship and to allocate responsibilities, rights, and remedies with respect to matters described herein;

WHEREAS, Party A will perform the services, supply the goods, or otherwise undertake obligations identified in this Agreement and Party B will compensate Party A in accordance with the Payment terms set forth below; and

WHEREAS, the parties intend that this Agreement constitute the comprehensive expression of their mutual understanding and contractual obligations with respect to the matters addressed herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a disclosing party that is identified as confidential or that ought reasonably to be understood as confidential given its nature and the circumstances of disclosure, including technical data, business plans, pricing, customer lists, and trade secrets.

1.2 "Effective Date" means the date specified in the opening paragraph of this Agreement.

2. SCOPE OF AGREEMENT

2.1 Scope. Party A shall perform the services and deliverables described in Schedule A attached hereto and incorporated by reference. The parties may amend Schedule A only by a written amendment executed by authorized representatives of both parties.

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 Article 3.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured for days after written notice specifying the breach.

3.3 Effect of Termination. Upon termination, each party shall promptly return or destroy Confidential Information of the other party and any outstanding payment obligations shall become immediately due unless otherwise specified herein.

4. COMPENSATION AND PAYMENT

4.1 Fees. In consideration for services rendered, Party B shall pay Party A the fees set forth in Schedule B. Unless otherwise stated, fees are due within days of invoice date.

4.2 Expenses. Pre-approved out-of-pocket expenses shall be reimbursed by Party B upon presentation of reasonable supporting documentation.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each recipient shall hold in strict confidence all Confidential Information of the disclosing party and shall not use or disclose such information except as necessary to perform its obligations under this Agreement or as required by applicable law.

5.2 Permitted Disclosures. A recipient may disclose Confidential Information to its employees, agents, or affiliates on a need-to-know basis provided such persons are bound by confidentiality obligations at least as restrictive as those in this Agreement.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth in writing, each party retains all right, title and interest in and to its pre-existing intellectual property. All deliverables produced under this Agreement shall be owned by subject to any licenses granted herein.

6.2 License. To the extent necessary for a party to exercise its rights under this Agreement, the providing party grants a non-exclusive, royalty-free license to use the deliverables for the purposes contemplated by this Agreement.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its representations, warranties or obligations under this Agreement.

7.2 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, the aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the fees paid or payable by Party B to Party A in the twelve (12) months preceding the claim.

8. INSURANCE AND COMPLIANCE

8.1 Insurance. Each party shall maintain insurance coverage appropriate to its obligations under this Agreement, including commercial general liability and, where applicable, professional liability insurance, in commercially reasonable amounts.

8.2 Compliance with Laws. Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement.

9. NOTICES

9.1 Method. All notices required or permitted 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 a party may specify in writing.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendment. No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, and a single waiver shall not constitute a continuing waiver.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws chosen by the parties: without regard to its conflict of laws principles.

11.2 Entire Agreement. This Agreement, together with all Schedules and attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as nearly as possible.

MISCELLANEOUS

12.1 Relationship of Parties. The parties are independent contractors and nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employment relationship between the parties.

12.2 Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

SIGNATURES

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