Legal Revised Contract

LEGAL REVISED CONTRACT

This Legal Revised Contract (the "Agreement") is made and entered into as of Effective Date: , by and between First Party Name: whose principal place of business or residence is located at (hereinafter "First Party"), and Second Party Name: whose principal place of business or residence is located at (hereinafter "Second Party"). First Party and Second Party are individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties previously entered into a written agreement dated , (the "Prior Agreement");

WHEREAS, the Parties wish to revise and restate certain terms of the Prior Agreement to reflect changed commercial circumstances, to update performance obligations, and to set forth clarified indemnities, remedies and governance;

WHEREAS, the Parties intend that this Agreement shall supersede and replace the Prior Agreement in its entirety to the extent expressly revised herein while preserving any obligations expressly carried forward by specific reference.

NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contained herein and for 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 in written, oral, electronic or other form, that is designated as confidential or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information expressly excludes information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed by the receiving Party without use of the disclosing Party's Confidential Information, or (d) required to be disclosed by law or valid process subject to Section 8.2 (Compelled Disclosure).

1.2 Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Prior Agreement if applicable, or otherwise the ordinary meaning in law.

2. SCOPE OF REVISED OBLIGATIONS

2.1 The Parties shall perform the services and obligations described in Exhibit A attached hereto and incorporated by reference. In the absence of an attached Exhibit A, the Parties shall describe the revised scope as follows:

2.2 Each Party shall perform its obligations in a professional and workmanlike manner and shall comply with applicable laws, regulations and industry standards in the performance of this Agreement.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement commences on the Effective Date and continues for a period of months, unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach with reasonable particularity. Termination shall be without prejudice to any accrued rights or remedies.

3.3 Termination for Insolvency. This Agreement may be terminated immediately by a non-breaching Party upon the filing of a petition in bankruptcy by or against the other Party, assignment for the benefit of creditors, or appointment of a receiver for substantially all of the other Party's assets.

4. COMPENSATION AND PAYMENT

4.1 Consideration. In consideration for the services rendered under this Agreement, the paying Party shall pay the receiving Party the fees set forth below and in any applicable invoice:

4.2 Payment Terms. Unless otherwise agreed in writing, invoices are due and payable within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party shall (a) maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information only for the purposes of performing its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except as expressly permitted herein.

5.2 Return or Destruction. Upon termination or expiration of this Agreement, the receiving Party shall return or destroy all Confidential Information of the disclosing Party, except to the extent retention is required by law, in which case the receiving Party shall continue to protect such information as confidential.

6. INTELLECTUAL PROPERTY

6.1 Ownership. As between the Parties, each Party retains all right, title and interest in and to its pre-existing intellectual property. Subject to payment of all amounts due, the Party delivering work product pursuant to this Agreement hereby grants the other Party a non-exclusive, worldwide, royalty-free license to use such work product for the purposes contemplated by this Agreement, except where the Parties expressly agree to assignment in writing.

6.2 Third-Party Materials. Each Party shall obtain all necessary rights in third-party materials used in connection with its performance, and shall indemnify the other Party for any breach of such obligation.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, that its execution hereof has been duly authorized, and that it will perform its obligations in compliance with applicable law.

7.2 Limited Warranty. Except as expressly set forth in this Agreement, EXCEPT FOR THE EXPRESS REPRESENTATIONS SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (collectively, the "Indemnitees") from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to the Indemnitor's breach of this Agreement, negligence, or willful misconduct.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO THE PARTY GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. NOTICES

9.1 All notices, consents, approvals or other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below or such other address as either Party designates in writing in accordance with this Section. Notices are effective upon (a) personal delivery, (b) one business day after deposit with a nationally recognized overnight courier, or (c) three business days after deposit in the U.S. mail, postage prepaid, certified or registered.

10. ASSIGNMENT

Neither Party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in its entirety to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

11. AMENDMENTS; WAIVER; COUNTERPARTS

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

11.2 Waiver. The failure of either Party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy, nor shall it operate as a waiver of any subsequent breach.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to choice of law principles that would apply the laws of another jurisdiction.

12.2 Entire Agreement. This Agreement, together with any exhibits and written schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral, relating thereto.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that most closely effects the Parties' original intent.

13. MISCELLANEOUS PROVISIONS

13.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, employment relationship, or agency between the Parties for any purpose.

13.2 Remedies. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

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