Legal Part 2 Agreement

LEGAL PART 2 AGREEMENT

This Legal Part 2 Agreement (the "Agreement") is entered into as of Effective Date: , by and between First Party Name: with principal place of business at ("First Party"), and Second Party Name: with principal place of business at ("Second Party"). First Party and Second Party are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties previously entered into a Master Agreement identified as Prior Agreement Title: dated , (the "Prior Agreement");

WHEREAS, the Parties desire to memorialize the second part of the obligations, additional deliverables, and modifications described herein as Part 2 to supplement and be governed by the Prior Agreement;

WHEREAS, the Parties intend that the terms set forth in this Agreement allocate risk, responsibility, and consideration for Part 2 activities and expressly supplement the Prior Agreement as set forth below.

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 "Part 2 Deliverables" means the specific tasks, materials and services described in Section 2 and any schedules attached hereto. Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Prior Agreement.

2. SCOPE OF PART 2

2.1 The Parties agree that Part 2 Deliverables shall include, at minimum, the following:

2.2 The Parties shall cooperate in good faith to sequence, schedule and prioritize performance of the Part 2 Deliverables. Time is of the essence with respect to milestone dates set forth in an attached schedule or otherwise agreed in writing.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues until completion of the Part 2 Deliverables or earlier termination in accordance with this Agreement.

3.2 Termination for Cause. Either Party may terminate this Agreement 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.

4. CONSIDERATION

4.1 Fees. In consideration for the performance of Part 2 Deliverables, the paying Party shall pay the performing Party the amounts set forth below or in an applicable schedule. Payment terms shall be net days as specified in the applicable invoice.

5. CONFIDENTIALITY

5.1 Each Party shall protect the other Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care. Confidential Information shall not be disclosed except as necessary to perform the Part 2 Deliverables or as required by law.

5.2 Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, or longer if required by the Prior Agreement.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise set forth in a written schedule, intellectual property conceived, reduced to practice or created solely in connection with the Part 2 Deliverables shall be owned by the creating Party, subject to any license grants specified herein.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and that performance of its obligations will not violate any applicable law or third-party agreement.

7.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any third-party claims arising out of the Indemnitor's gross negligence, willful misconduct, or material breach of this Agreement, provided the Indemnitee gives prompt written notice and cooperates in defense.

9. LIMITATION OF LIABILITY

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. NOTICES

10.1 All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate in writing in accordance with this Section.

11. AMENDMENT; WAIVER; COUNTERPARTS

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

11.2 No waiver of any breach shall constitute a waiver of any subsequent breach. The failure to enforce any provision shall not be construed as a waiver.

11.3 This Agreement may be executed in counterparts and delivered by electronic transmission, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

12. ASSIGNMENT

12.1 Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar transaction.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 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 laws principles.

13.2 Entire Agreement. This Agreement, together with the Prior Agreement and any schedules expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, written and oral, relating thereto.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' intent.

14. MISCELLANEOUS

14.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall create a joint venture, partnership, employment, or agency relationship.

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