Legal Signed Form

Legal Signed Form

This Legal Signed Form (the "Agreement") is entered into as of the Effective Date: by and between Party A Name: with principal address: (hereinafter "Party A"), and Party B Name: with principal address: (hereinafter "Party B").

RECITALS

WHEREAS, Party A is engaged in the business described as: and possesses expertise, personnel and facilities relevant to the subject matter of this Agreement;

WHEREAS, Party B desires to retain Party A to perform certain services and Party A desires to perform those services for Party B under the terms and conditions set forth herein;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the subject matter of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises 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 one party to the other, whether disclosed orally, in writing or by inspection, 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. Confidential Information includes, without limitation, business plans, financial information, customer lists, trade secrets, technical data and know-how.

2. SCOPE OF SERVICES

2.1 Services. Party A shall perform the services described in the Scope of Services attached hereto or set forth below in this section (the "Services").

2.2 Performance Standard. Party A shall perform the Services in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws, rules and regulations.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either party may terminate this Agreement without cause upon written notice delivered to the other party at least days prior to the effective date of termination.

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

4. COMPENSATION

4.1 Fees. As consideration for the Services, Party B shall pay Party A the fees set forth below or in an attached schedule. The parties agree to the following fee arrangement: .

4.2 Payment Terms. Unless otherwise agreed in writing, Party B shall pay invoices rendered by Party A within days of receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Nondisclosure. Each party agrees to hold Confidential Information of the other party in strict confidence and not to disclose such information to any third party except as necessary to perform under this Agreement or as required by law. Each party shall take all reasonable precautions to protect Confidential Information.

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is lawfully received from a third party without restriction; (c) was in the receiving party's possession prior to disclosure; or (d) is independently developed by the receiving party without use of Confidential Information.

6. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

6.1 Mutual Representations. Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

6.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

7.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B, its officers, directors, employees and agents from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Party A's gross negligence or willful misconduct in the performance of the Services.

7.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A from and against any and all third-party claims arising out of Party B's breach of this Agreement or unauthorized use of deliverables provided by Party A.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, certified mail (return receipt requested) or nationally recognized overnight courier, and shall be effective upon receipt.

10. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

11. 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 interpreted so as to best accomplish the original intent of the parties.

12. ENTIRE AGREEMENT; GOVERNING LAW; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. 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.

MISCELLANEOUS

The parties acknowledge that they have had the opportunity to seek independent legal advice prior to execution of this Agreement and that the terms hereof are the result of negotiation. Headings are inserted for convenience only and shall not affect interpretation.

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