Legal Vasilev Agreement

LEGAL VASILEV AGREEMENT

This Legal Vasilev Agreement (the "Agreement") is made and entered into as of by and between Client Name: , Client Address: , and Service Provider Name: , Service Provider Address: . Each of Client and Service Provider may be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Service Provider has expertise in providing legal consulting, advisory, and related services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

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

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the following meanings: "Services" means the legal, consulting, advisory, drafting and related activities to be provided by Service Provider as described in Section 2; "Deliverables" means tangible or electronic materials, documents, and work product delivered to Client in connection with the Services; "Confidential Information" has the meaning set forth in Section 6.

2. SCOPE OF SERVICES

Service Provider shall perform the Services described below and in any statement of work executed by the Parties. The Services shall include, without limitation, the following:

3. TERM

This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with Section 11.

4. COMPENSATION; PAYMENT

Client shall pay Service Provider the compensation set forth below. Unless otherwise agreed in writing, fees shall be due within thirty (30) days of invoice.

Reimbursable expenses: Yes No

5. DELIVERABLES; ACCEPTANCE

Service Provider shall deliver Deliverables in a timely manner. Client shall have a period of fifteen (15) days following receipt to review and notify Service Provider in writing of any nonconformity. Absent timely notice, the Deliverables will be deemed accepted.

6. CONFIDENTIALITY

Each Party agrees to hold in confidence and not disclose the other Party's Confidential Information, and to use such Confidential Information only to perform its obligations under this Agreement. Confidential Information does not include information that is: (a) known to the receiving Party prior to disclosure by the disclosing Party without an obligation of confidentiality; (b) becomes publicly available through no fault of the receiving Party; or (c) is rightfully received from a third party without restriction.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement. Service Provider retains ownership of pre-existing materials and general know-how. To the extent any right cannot be assigned, Service Provider hereby grants Client a perpetual, irrevocable, royalty-free, worldwide license to use such materials in connection with the Deliverables.

If the Parties intend a different allocation of intellectual property rights, indicate below:

8. 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. Service Provider further represents that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.

9. INDEMNIFICATION

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

10. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR LIABILITY ARISING FROM INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. TERMINATION

Either Party may terminate this Agreement 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 following written notice of such breach.

12. INSURANCE

During the Term, Service Provider shall maintain insurance coverage customary for providers of similar services, including professional liability/errors & omissions insurance with limits adequate to cover claims arising from the Services.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section, and shall be effective upon receipt.

14. AMENDMENTS; WAIVER

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

15. ASSIGNMENT

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

16. GOVERNING LAW; VENUE

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. The Parties agree that exclusive venue for any dispute arising out of this Agreement shall be in the state or federal courts located within that state.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement (including any exhibits and statements of work executed hereunder) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Signatures delivered electronically or by facsimile are binding for all purposes.

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