Legal Various Agreements

LEGAL VARIOUS AGREEMENTS

This Legal Various Agreements (the "Agreement") is entered into as of by and between Party A: , an entity of type Corporation LLC Individual, with principal place of business at ; and Party B: , an entity of type Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain goods and/or services, and Party B desires to retain Party A to perform certain work or to otherwise engage in a commercial relationship on the terms set forth herein;

WHEREAS, the parties intend for this Agreement to set forth the terms, conditions, rights and obligations applicable to any engagement, intellectual property ownership, confidentiality obligations, compensation and dispute resolution procedures between them;

WHEREAS, the parties wish to provide for certain representations, warranties, indemnities and limitations of liability to govern their relationship and allocation of risk.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other, whether disclosed orally, visually, in writing or electronically; "Deliverables" means all work product, documentation, reports and materials to be delivered by the performing party under this Agreement.

2. SCOPE OF SERVICES

Party A shall provide the services and deliverables described in the Statement of Work attached as Exhibit A or otherwise agreed in writing by the parties. Services shall be performed in a professional and workmanlike manner consistent with industry standards. Specific milestones and acceptance criteria shall be set forth in writing and signed by authorized representatives of both parties.

3. TERM

This Agreement shall commence on the effective date set forth above and shall continue until unless earlier terminated in accordance with Section 10.

4. COMPENSATION AND PAYMENT

In consideration for the services, Party B shall pay Party A the fees set forth in the applicable Statement of Work or invoice. Unless otherwise specified, amounts are due within days from receipt of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. EXPENSES

Reimbursable expenses shall be pre-approved in writing by Party B and submitted with reasonable supporting documentation. Party A shall invoice such expenses and Party B shall reimburse them within the payment period specified in Section 4.

6. CONFIDENTIALITY

Each party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly available without breach, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Upon expiration or termination of this Agreement, recipient shall return or destroy Confidential Information as requested by the disclosing party and shall certify in writing the destruction or return.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all intellectual property and Deliverables created specifically for Party B by Party A under this Agreement shall be deemed works made for hire and assigned to Party B upon full payment. Party A hereby assigns to Party B all right, title and interest in such Deliverables. Party A shall retain ownership of its preexisting tools, methods and know-how, and grants Party B a non-exclusive license to any such preexisting materials embedded in the Deliverables only to the extent necessary for Party B's use of the Deliverables.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that its execution of this Agreement will not violate any other agreement, and that it will comply with all applicable laws in performing its obligations under this Agreement. Party A further warrants that the Deliverables will materially conform to the agreed specifications for thirty (30) days following delivery.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) the indemnifying party's breach of any representation, warranty or covenant in this Agreement, or (b) the indemnifying party's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breaches of confidentiality or intellectual property indemnities, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid or payable under this Agreement in the twelve (12) month period preceding the claim.

11. TERMINATION

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure within days after written notice. Either party may terminate without cause upon days' prior written notice. Upon termination, Party B shall pay Party A for all services performed and non-cancellable obligations incurred through the effective date of termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate by notice.

13. AMENDMENTS AND WAIVER

No amendment or modification of this Agreement shall be effective unless it is 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.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. The parties agree that exclusive venue for any dispute shall be the state or federal courts located within the county specified by the governing law where permitted by applicable law.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any attachments and executed statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, 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 achieving, to the extent possible, the original economic intent of the parties.

SIGNATURES

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