Legal RBC Document

LEGAL RBC DOCUMENT

This Legal RBC Document (the "Agreement") is entered into as of Effective Date: by and between Party A: (Entity Type: Individual Corporation LLC ) and Party B: (Entity Type: Individual Corporation LLC ).

RECITALS

WHEREAS, Party A is engaged in the business of providing certain resources, processes, or capabilities described herein and possesses expertise, personnel, and systems relevant to the subject matter of this Agreement;

WHEREAS, Party B desires to procure certain rights and services from Party A on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights, duties, and obligations with respect to the resources, services, and allocation of risk described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "RBC Resources" means the personnel, systems, materials, methodologies, and any deliverables to be provided by Party A to Party B under this Agreement as described in Exhibit A (the scope), and includes any enhancements or modifications made during the Term.

1.2 "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential, including business plans, technical data, trade secrets, pricing and personnel information.

2. SCOPE OF SERVICES

2.1 Engagement. Party A shall provide RBC Resources to Party B in accordance with the specifications, milestones, and deliverables set forth in the Scope of Work attached as Exhibit A and incorporated herein. Party A shall perform such services with commercially reasonable skill and care and in accordance with industry standards.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months unless earlier terminated 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 obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

3.3 Effect of Termination. Upon termination, Party B shall pay Party A for all RBC Resources provided through the effective date of termination and for any non-cancellable obligations incurred by Party A in performance of this Agreement.

4. COMPENSATION AND PAYMENT

4.1 Fees. Party B shall pay Party A fees in accordance with the schedule set forth in Exhibit B. Fees are payable within days of invoice receipt unless otherwise agreed in writing.

4.2 Expenses. Party B shall reimburse Party A for reasonable out-of-pocket expenses pre-approved in writing. Reimbursable expenses shall be invoiced in accordance with Party A’s customary practices.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each party shall hold Confidential Information of the other in strict confidence and shall not disclose or use such information except as required to perform obligations under this Agreement. Standard exceptions apply to information that is or becomes generally known to the public through no fault of the receiving party, independently developed without use of the disclosing party’s Confidential Information, or rightfully obtained from a third party.

5.2 Return of Materials. Upon termination or request, the receiving party shall return or destroy confidential materials and certify destruction upon request.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided herein, each party retains all right, title and interest in and to its pre-existing intellectual property. All deliverables specifically created for Party B under this Agreement shall be deemed "Work Product." Upon full payment, Party A assigns to Party B a non-exclusive, worldwide license to use such Work Product for its internal business purposes, unless otherwise agreed in writing.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

7.1 Mutual Representations. Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

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

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnity. Each party shall indemnify, defend and hold harmless the other from and against any third-party claims arising out of the indemnifying party’s gross negligence or willful misconduct in the performance of this Agreement, provided that the indemnified party gives prompt written notice and reasonable cooperation in the defense of any such claim.

8.2 Limitation of Liability. Except for liability arising from a party’s gross negligence, willful misconduct or breach of confidentiality, neither party’s aggregate liability under this Agreement shall exceed the fees paid or payable by Party B to Party A under this Agreement during the twelve (12) month period preceding the claim.

9. NOTICES

9.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by email if confirmed by one of the foregoing methods to the addresses set forth below.

10. GOVERNING LAW; VENUE

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Agreement.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement, together with any exhibits and schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

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

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 the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision achieving, to the extent possible, the original economic and legal effect.

11.4 Waiver. No waiver of any breach or right under this Agreement shall be effective unless in writing and signed by the party waiving the breach or right. A waiver of any breach shall not be construed as a waiver of any subsequent breach.

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

SIGNATURES

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