Legal Standard Agreement

LEGAL STANDARD AGREEMENT

This Legal Standard Agreement (the "Agreement") is entered into as of Day: Month: Year: (the "Effective Date"), by and between Party A Name: with principal address: and Party B Name: with principal address: (each a "Party" and collectively the "Parties").

Recitals

WHEREAS, Party A possesses certain expertise, resources, and personnel capable of performing the services described in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform such services under the terms and conditions set forth herein, and Party A is willing to perform such services for compensation as provided below; and

WHEREAS, the Parties intend by this Agreement to set forth the complete understanding between them regarding the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual promises and covenants 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 "Services" means the services described in Section 2 and any written statement of work executed by the Parties. 1.2 "Confidential Information" means all non-public information disclosed by one Party to the other, whether oral, written or electronic, 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.

2. Scope of Services

2.1 Party A shall perform the Services as described below and in any mutually executed statement of work. Party A shall use commercially reasonable efforts, in a professional manner, consistent with industry standards.

3. 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 Section 10. The Agreement will automatically renew for additional successive periods of months unless either Party provides written notice of nonrenewal at least days prior to expiration.

4. Compensation; Payment

4.1 As full compensation for the Services, Party B shall pay Party A the fees set forth herein. The fee for Services shall be (USD), payable in accordance with the payment schedule below.

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

5. Confidentiality

5.1 Each Party shall maintain in confidence all Confidential Information of the other Party and shall not use such information except as necessary to perform its obligations under this Agreement. 5.2 The obligations of confidentiality shall continue for a period of months following termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue for as long as the information qualifies as a trade secret under applicable law.

6. Intellectual Property

6.1 Except as expressly provided herein, each Party retains all right, title and interest in and to its preexisting intellectual property. 6.2 To the extent Party A creates deliverables specifically for Party B in the performance of the Services (the "Deliverables"), Party A hereby assigns to Party B all right, title and interest in the Deliverables upon full payment of all amounts due to Party A; provided, however, that Party A shall retain a worldwide, royalty-free, non-exclusive license to use any general skills, know-how or techniques developed in connection with performing the Services so long as such use does not disclose or incorporate Party B's Confidential Information or the Deliverables.

7. Representations and Warranties

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement and the performance of its obligations will not violate any applicable law, regulation or agreement.

8. Indemnification

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party, its officers, directors and employees (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 any third party claim to the extent caused by the Indemnifying Party's breach of this Agreement, negligence, willful misconduct or violation of applicable law.

9. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S 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, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Termination

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after written notice specifying the breach. Either Party may also terminate for convenience upon days' prior written notice to the other Party. Upon termination, Party B shall pay Party A for Services performed through the effective date of termination and for any non-cancellable obligations incurred by Party A.

11. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below, by personal delivery, certified mail (return receipt requested), or nationally recognized courier service, and shall be deemed given upon receipt.

12. Amendments; Waiver

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, and any waiver must be in writing.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

14. Entire Agreement; Severability

This Agreement, together with any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute provision that effectuate the original intent.

15. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Signatures exchanged by electronic means (including facsimile or electronic signature service) shall be binding.

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