Legal Single Party Agreement

LEGAL SINGLE PARTY AGREEMENT

This Legal Single Party Agreement (the "Agreement") is entered into as of by and between Party A Name: , a organized under the laws of , with principal place of business at , and Party B Name: , a organized under the laws of , with principal place of business at . The parties may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A is engaged in the business of providing the services and/or delivering the goods described as ; and

WHEREAS, Party B desires to receive such services or goods under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations in writing.

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

1. DEFINITIONS

1.1 "Confidential Information" means any non-public, proprietary or business information disclosed by a Party to the other Party, whether disclosed orally, visually or in writing, 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, including but not limited to technical data, trade secrets, software, specifications, business and marketing plans, financial information and customer lists. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving Party's possession prior to receipt from the disclosing Party; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the disclosing Party's Confidential Information.

1.2 "Services" means the activities and deliverables described in Section 2 and in the Services Description field below.

2. TERM

2.1 This Agreement shall commence on the Effective Date and continue for a period of (the "Initial Term"), unless earlier terminated in accordance with Section 10. Thereafter the Agreement shall .

3. OBLIGATIONS OF PARTY A

3.1 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. Party A shall provide qualified personnel, maintain appropriate records, and deliver any specified deliverables in accordance with the schedule set forth in the Services Description.

3.2 Party A shall notify Party B in writing of any material circumstances that may reasonably affect Party A's ability to perform the Services.

4. OBLIGATIONS OF PARTY B

4.1 Party B shall cooperate with Party A, provide timely access to information and personnel as reasonably required by Party A, and perform any obligations expressly set forth in the Services Description.

5. PAYMENT

5.1 In consideration for the Services, Party B shall pay Party A the amounts set forth below. Payment Amount: . Currency: .

6. CONFIDENTIALITY

6.1 Each Party agrees to maintain in confidence and not disclose to any third party the other Party's Confidential Information, except as expressly permitted by this Agreement. The receiving Party shall restrict disclosure to those employees, agents or contractors having a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

6.2 The obligations in this Section shall survive termination or expiration of this Agreement for a period of .

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has the corporate or other power and authority to enter into and perform its obligations under this Agreement; and (c) the execution, delivery and performance of this Agreement will not violate any other agreement or obligation to which it is bound.

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

8. INDEMNIFICATION

8.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) the Indemnifying Party's breach of any representation, warranty or obligation under this Agreement; or (b) the Indemnifying Party's negligence, willful misconduct or violation of law in connection with performance under this Agreement.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. TERMINATION

10.1 Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

10.2 Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; or (b) becomes subject to insolvency proceedings.

10.3 Termination shall not relieve either Party of obligations accrued prior to the effective date of termination, and the provisions of Sections 1, 6, 8, 9 and 12 shall survive termination.

11. NOTICES

11.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, sent by certified mail (return receipt requested), or sent by electronic mail with confirmation of receipt, to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

12. GOVERNING LAW; VENUE

12.1 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. Governing Law: . The Parties submit to the exclusive jurisdiction of the state and federal courts located in such jurisdiction for resolution of disputes arising under this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

13.1 This Agreement, including all schedules and exhibits attached 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.

13.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the Parties' original intent.

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

13.4 No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or of any other right.

13.5 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Facsimile or electronically transmitted signatures shall be valid and binding for all purposes.

14. MISCELLANEOUS

14.1 Assignment: Neither Party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other Party, except that a Party may assign this Agreement in connection with a merger, sale of substantially all of its assets or other corporate reorganization to an affiliate or successor that assumes the obligations hereunder.

14.2 Remedies: The remedies provided herein are cumulative and in addition to any other remedies available at law or in equity. A Party's breach of Sections 6 or 8 may cause irreparable harm for which monetary damages would be an inadequate remedy and, accordingly, the non-breaching Party shall be entitled to seek injunctive relief in addition to other remedies.

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