Legal Unsigned Contract

LEGAL UNSIGNED CONTRACT

This Contract (the "Contract") is made and entered into as of by and between , an entity organized as , with principal place of business at ("Party A"), and , an entity organized as , with principal place of business at ("Party B"). Party A and Party B are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and has expertise, personnel, and capacity to perform the services described herein;

WHEREAS, Party B desires to engage Party A to provide such services under the terms and conditions set forth in this Contract, and Party A is willing to perform the services for Party B subject to those terms and conditions;

WHEREAS, the Parties intend by this Contract to define their respective rights and obligations, including compensation, confidentiality, and remedies for breach;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1. "Deliverables" means the tangible and intangible work product, reports, documentation and other items to be delivered by Party A to Party B as described in Schedule A (Scope of Work). All Deliverables shall be deemed "work made for hire" to the extent permitted by law, and to the extent not so held, Party A hereby assigns all right, title and interest in the Deliverables to Party B upon full payment.

2. SCOPE OF SERVICES

2.1. Party A shall perform the services described in the Scope of Services in a professional and workmanlike manner in accordance with industry standards. Any material changes to the Scope of Services shall be made only by written amendment signed by authorized representatives of each Party.

3. TERM

3.1. The term of this Contract shall commence on the Effective Date set forth above and shall continue until , unless earlier terminated in accordance with the termination provisions of this Contract.

4. COMPENSATION AND PAYMENT

4.1. Party B shall pay Party A the fees set forth in the payment schedule. Invoices shall be submitted by Party A and are due within days of receipt. Late payments shall accrue interest at the rate of .

5. CONFIDENTIALITY

5.1. Each Party (the "Receiving Party") shall hold in strict confidence all Confidential Information disclosed by the other Party (the "Disclosing Party") and shall use such information solely for the performance of this Contract. "Confidential Information" includes non-public business, technical, financial and other proprietary information, but does not include information that (a) was in the Receiving Party's lawful possession prior to disclosure; (b) is or becomes publicly available other than through breach of this Contract; (c) is lawfully received from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.

5.2. The Receiving Party may disclose Confidential Information to its employees, contractors or advisors who have a need to know, provided that such persons are bound by confidentiality obligations no less protective than those herein.

6. REPRESENTATIONS AND WARRANTIES

6.1. Each Party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Contract and that performance will not violate any other agreement.

6.2. Party A further represents that the services will be performed in a professional manner and that the Deliverables will not, to the best of Party A's knowledge, infringe any third party intellectual property rights.

7. INDEMNIFICATION

7.1. Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's breach of this Contract, negligence, wilful misconduct, or violation of law.

8. LIMITATION OF LIABILITY

8.1. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF BUSINESS OR INTERRUPTION OF BUSINESS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

8.2. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS CONTRACT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS CONTRACT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. INSURANCE

9.1. During the term of this Contract, Party A shall maintain insurance coverage in commercially reasonable amounts and types, including general liability and, where applicable, professional liability insurance. Upon request, Party A shall furnish certificates of insurance evidencing such coverage.

10. TERMINATION

10.1. Either Party may terminate this Contract for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for material breach by the other Party that remains uncured for thirty (30) days after receipt of written notice of such breach.

10.2. Upon termination, Party B shall pay Party A for all services performed and reasonable expenses incurred through the effective date of termination, subject to any setoffs for amounts properly withheld under this Contract.

11. NOTICES

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

12. AMENDMENTS

12.1. No amendment, modification or waiver of any provision of this Contract shall be effective unless it is in writing and signed by authorized representatives of both Parties.

13. WAIVER

13.1. The failure of either Party to exercise any right or remedy shall not constitute a waiver of that right or remedy or any other rights or remedies under this Contract unless such waiver is in writing and signed by the waiving Party.

14. GOVERNING LAW

14.1. This Contract shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties below, without regard to conflict of laws principles.

15. ENTIRE AGREEMENT

15.1. This Contract, including any schedules, exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, communications and understandings, whether written or oral.

16. SEVERABILITY

16.1. If any provision of this Contract is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be replaced by a valid and enforceable provision that most closely reflects the Parties' original intent, and the remaining provisions shall continue in full force and effect.

17. COUNTERPARTS

17.1. This Contract 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 delivered by electronic means shall be binding as originals.

18. ASSIGNMENT

18.1. Neither Party may assign its rights or delegate its obligations under this Contract without the prior written consent of the other Party, except that either Party may assign this Contract in connection with a merger, acquisition or sale of all or substantially all of its assets, provided the assignee assumes the assigning Party's obligations hereunder.

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