Legal Symmetrical Agreement

LEGAL SYMMETRICAL AGREEMENT

This Legal Symmetrical Agreement (the Agreement) is entered into as of by and between Party A: with principal address , and Party B: with principal address .

RECITALS

WHEREAS, each party possesses certain rights, capabilities, obligations and confidential information relevant to the performance of the activities contemplated by this Agreement; and

WHEREAS, the parties desire to set forth their mutual obligations, allocation of risk, and procedures for cooperation on a symmetrical basis such that each party shall have substantially equivalent rights and obligations unless expressly provided otherwise herein; and

WHEREAS, the parties intend that this Agreement shall govern all dealings between them with respect to the subject matter described in Section 1.

NOW THEREFORE, in consideration of the mutual covenants 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 any information, whether written or oral, disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, technical data, product designs, pricing, and customer information.

1.2 "Effective Date" means the date first written above. Other defined terms used in this Agreement shall have the meanings set forth where they appear or as otherwise specified in this Agreement.

2. SCOPE

2.1 Each party shall perform the services and obligations set forth in this Agreement and any Statement of Work or schedule executed by the parties. The specific scope of services to be performed by each party is described below and shall be binding when signed by authorized representatives of both parties.

3. MUTUAL OBLIGATIONS

3.1 Each party shall perform its obligations in a timely, professional manner and shall use commercially reasonable efforts to achieve the objectives set forth in this Agreement. Each party's obligations are mutual and symmetrical such that the same standards of performance, reporting, and cooperation apply to both parties.

4. CONSIDERATION

4.1 The parties acknowledge that the mutual promises and undertakings contained in this Agreement constitute adequate and sufficient consideration. If monetary or other payments are to be exchanged, the terms shall be as follows.

5. CONFIDENTIALITY

5.1 Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) restrict disclosure to those employees, agents or contractors with a need to know and who are bound to confidentiality obligations at least as protective as those contained herein; and (c) not use Confidential Information except for the purposes contemplated by this Agreement.

5.2 Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in any protective action.

6. INTELLECTUAL PROPERTY

6.1 Unless otherwise expressly agreed in writing, each party retains all right, title and interest in and to its pre-existing intellectual property. New intellectual property created solely by one party shall be owned by that party. Intellectual property jointly created by the parties shall be owned jointly in proportion to each party's contribution, unless otherwise agreed in writing.

6.2 Each party hereby grants to the other a non-exclusive, non-transferable, revocable license to use the granting party's intellectual property solely to the extent necessary to carry out its obligations under this Agreement.

7. TERM AND TERMINATION

7.1 This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with this Section.

7.2 Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Either party may terminate immediately for insolvency, bankruptcy, or assignment for the benefit of creditors.

8. INDEMNIFICATION

8.1 Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from a party's gross negligence, willful misconduct, or breach of Sections 5 (Confidentiality) or 8 (Indemnification), neither party shall be liable to the other for special, incidental, indirect, consequential or punitive damages, even if advised of the possibility of such damages.

10. NOTICES

10.1 All notices, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below, by certified mail (return receipt requested), nationally recognized overnight courier, or by hand.

11. AMENDMENTS; WAIVER

11.1 No amendment, modification or waiver of any provision 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 or remedy shall operate as a waiver of that right or remedy.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 This Agreement, together with any exhibits or schedules hereto, 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 written or oral.

13.2 If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that, to the extent practicable, achieves the original intent of the parties.

14. MISCELLANEOUS

14.1 The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The parties acknowledge that 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. Electronic signatures shall be deemed original signatures for all purposes.

14.2 Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that the person signing on its behalf is duly authorized to do so.

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