Legal Relationship Agreement

LEGAL RELATIONSHIP AGREEMENT

This Legal Relationship Agreement ("Agreement") is entered into on this , by and between Client Name: whose principal address is (hereinafter "Party A"), and Service Provider Name: whose principal address is (hereinafter "Party B"). Party A and Party B are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Party A desires to engage Party B to perform certain services and to establish a defined legal relationship governing the Parties' respective rights, obligations and expectations; and

WHEREAS, Party B has the experience, personnel, and resources necessary to perform the services described herein and agrees to provide such services subject to the terms and conditions of this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the exclusive terms governing the relationship between them, including confidentiality, allocation of intellectual property rights, indemnification, and dispute resolution.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Confidential Information" means all non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure; "Work Product" means all deliverables, inventions, designs, documents, software, data and other materials created, developed or reduced to practice by or on behalf of Party B in the performance of the Services.

2. RELATIONSHIP AND SCOPE

2.1 Engagement. Party A hereby engages Party B to provide the services described in Exhibit A attached hereto and incorporated by reference, and Party B accepts such engagement. The Parties shall perform their respective obligations in accordance with the terms of this Agreement.

2.2 Independent Relationship. The Parties acknowledge and agree that Party B is an independent contractor and not an employee, partner, agent, joint venturer or fiduciary of Party A. Nothing in this Agreement shall be construed to create a partnership or joint venture between the Parties or to authorize either Party to act as agent for the other.

3. TERM; TERMINATION

3.1 Term. This Agreement shall commence on the effective date set forth above and shall continue for a period of unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party 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.

3.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other Party, provided that any accrued obligations and amounts owed through the effective date of termination shall survive.

4. DUTIES AND STANDARDS OF PERFORMANCE

Party B shall perform the Services in a professional and workmanlike manner consistent with industry standards, in compliance with applicable law, and shall use suitably trained personnel. Party B shall promptly notify Party A of any circumstances that could materially delay or impair performance.

5. CONFIDENTIALITY

5.1 Duty to Protect. Each Party shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party, except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement; (b) was rightfully in the receiving Party's possession prior to receipt from the disclosing Party; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing Party is given prompt notice and the disclosure is limited to the extent legally required.

6. NON-SOLICITATION

During the Term and for a period of twelve (12) months following termination, neither Party shall, directly or indirectly, solicit or hire employees or independent contractors of the other Party who were involved in performance under this Agreement without the prior written consent of the other Party.

7. FEES AND EXPENSES

7.1 Fees. In consideration for the Services, Party A shall pay Party B in accordance with the fee schedule set forth in Exhibit B. If no fee schedule is attached, the Parties agree to the following provisional arrangement: .

7.2 Reimbursable Expenses. Party A shall reimburse Party B for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services upon receipt of appropriate documentation.

8. INTELLECTUAL PROPERTY

8.1 Ownership of Work Product. Unless otherwise agreed in writing, all Work Product produced by Party B in the course of performing the Services shall be the exclusive property of Party A upon full payment of all amounts due. Party B hereby assigns and agrees to assign to Party A all right, title and interest in and to such Work Product.

8.2 Pre-Existing Materials. Party B shall retain ownership of its pre-existing intellectual property and tools used to perform the Services, provided that Party B grants to Party A a non-exclusive, royalty-free license to use any pre-existing materials incorporated into the Work Product to the extent necessary for Party A's use of the Work Product.

9. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the "Indemnified Party") from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of a third-party claim to the extent caused by (a) the Indemnifying Party's breach of this Agreement, or (b) the Indemnifying Party's negligence, willful misconduct or infringement of third-party intellectual property rights in connection with performance under this Agreement.

10. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither Party shall be liable for indirect, incidental, special, consequential or punitive damages, and each Party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid or payable by Party A to Party B under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

11. NOTICES

Notices 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 above or to such other address as a Party may designate by notice in accordance with this Section.

12. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to an affiliate or to a successor in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assigning Party remains liable for its obligations hereunder unless otherwise agreed in writing.

13. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by either Party to enforce any right shall not constitute a waiver of that right unless in a writing signed by the waiving Party.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles:

15. ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire 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.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the Parties shall negotiate in good faith a valid substitute provision that most closely effects the Parties' intent in entering into this Agreement.

17. DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If the Parties cannot resolve the dispute within forty-five (45) days, either Party may submit the dispute to binding arbitration to be conducted in accordance with the commercial arbitration rules in the jurisdiction specified for governing law. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

18. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, electronic image or other electronic means shall have the same force and effect as original signatures.

PARTY INFORMATION (OPTIONAL DETAILS)

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