Legal PACT Agreement

LEGAL PACT AGREEMENT

This Legal PACT Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between Party A: , with principal place of business at ; and Party B: , with principal place of business at . Each of Party A and Party B may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A possesses certain expertise, resources, or capabilities described as: ;

WHEREAS, Party B desires to engage Party A to provide services and to collaborate on the objectives set forth in this Agreement, and Party A is willing to provide such services under the terms and conditions contained herein; and

WHEREAS, the Parties intend by this Agreement to allocate responsibilities, preserve confidential information, and set forth compensation and dispute resolution procedures.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and 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 to the other Party, whether oral, written, or electronic, 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 business plans, technical data, designs, trade secrets, and financial information.

2. SCOPE OF PACT

2.1 Scope. Party A shall perform the services and undertake the activities described in the Scope of Services below. The Parties acknowledge that the Scope may be modified only by written amendment executed by authorized representatives of both Parties.

3. TERM

3.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with Section 10.

4. COMPENSATION

4.1 Consideration. In consideration for the performance of the obligations set forth in this Agreement, Party B shall pay Party A the amounts and on the schedule set forth below.

4.2 Payment Terms. Unless otherwise agreed in writing, Party A shall invoice Party B and Party B shall pay each invoice within days of receipt. All amounts payable under this Agreement are exclusive of applicable taxes, which shall be the responsibility of the paying Party unless otherwise required by law.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each Party shall hold Confidential Information of the other Party in strict confidence and shall not disclose such Confidential Information to any third party except to its employees, agents or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein. Each Party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement.

5.2 Exceptions. Confidential Information shall not include information that (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was in the receiving Party's lawful possession prior to the disclosure; (c) is lawfully disclosed to the receiving Party by 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 as expressly provided in this Agreement, each Party retains all right, title and interest in and to its pre-existing intellectual property. All deliverables, works of authorship, inventions, discoveries, improvements, designs and other materials created by Party A specifically for Party B under this Agreement (collectively, "Work Product") shall be owned by subject to the license provisions below.

6.2 License. To the extent any pre-existing intellectual property of a Party is incorporated into Work Product, the owning Party hereby grants to the other a non-exclusive, royalty-free license to use such pre-existing intellectual property solely to exploit the Work Product as contemplated by this Agreement, unless otherwise agreed in writing.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has the full corporate or legal power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement has been duly authorized.

7.2 No Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B and its affiliates, officers, directors and employees from and against any third-party claim, demand, loss, liability or expense (including reasonable attorneys' fees) arising out of or resulting from a material breach by Party A of its obligations under this Agreement or from Party A's gross negligence or willful misconduct.

8.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A and its affiliates, officers, directors and employees from and against any third-party claim, demand, loss, liability or expense (including reasonable attorneys' fees) arising out of or resulting from Party B's gross negligence, willful misconduct, or breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED .

10. TERMINATION

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

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

11. NOTICES

11.1 Any notice required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may designate by written notice in accordance with this Section).

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 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.

12.2 Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives. If the dispute is not resolved within sixty (60) days after written notice, the Parties may pursue any available legal or equitable remedies in the courts of the state identified above.

13. MISCELLANEOUS

13.1 Entire Agreement. This Agreement, together with any exhibits or schedules 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.

13.2 Amendments. No amendment, modification or supplement to this Agreement shall be binding unless in writing and signed by authorized representatives of both Parties.

13.3 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude further exercise of that right or any other right.

13.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed to carry out the Parties' intent to the greatest extent permitted by law.

13.5 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. Signatures transmitted by electronic facsimile or as an electronic image shall be binding.

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