Signed Legal Document

SIGNED LEGAL DOCUMENT

This Signed Legal Document (the "Agreement") is made and entered into as of by and between Party A: , and Party B: .

RECITALS

WHEREAS, Party A represents that it has expertise, personnel and resources to perform certain professional services described in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform such services and Party A is willing to provide such services to Party B on the terms and conditions set forth herein; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the services, confidentiality, intellectual property and payment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information disclosed by one party to the other, whether marked confidential or not, including business plans, financial information, technical data, trade secrets, and any other information that a reasonable person would understand to be confidential under the circumstances. Confidential Information shall not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure by the disclosing party; (c) is obtained by the receiving party from a third party having the right to disclose it; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

2. SCOPE OF SERVICES

2.1 Party A shall provide the services described in Exhibit A attached hereto and incorporated by reference. The parties may add, remove or modify tasks by written amendment signed by authorized representatives of both parties.

2.2 Party A shall perform the services in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws and regulations.

3. TERM AND TERMINATION

3.1 This Agreement shall commence on the effective date set forth above and shall continue for a period of months unless earlier terminated in accordance with this Section.

3.2 Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may immediately terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the nature of the breach.

4. COMPENSATION AND PAYMENT

4.1 Party B shall pay Party A the fees set forth in Exhibit B. Unless otherwise provided, fees are due within days from receipt of an undisputed invoice.

4.2 All payments shall be made in United States Dollars to the payment account designated by Party A. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5. CONFIDENTIALITY

5.1 Each party agrees to hold in confidence and not to disclose the other party's Confidential Information to any third party, except to its employees, agents or contractors who have a strict need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

5.2 The receiving party shall use at least the same degree of care to protect the disclosing party's Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

5.3 Upon expiration or termination of this Agreement, each party shall return or destroy, at the disclosing party's election, all materials containing the disclosing party's Confidential Information and certify in writing that such materials have been returned or destroyed.

6. INTELLECTUAL PROPERTY

6.1 Except as expressly set forth below, each party retains all right, title and interest in and to its pre-existing intellectual property. All deliverables specifically created by Party A for Party B pursuant to this Agreement (the "Deliverables") shall be assigned to Party B licensed to Party B (non-exclusive)

6.2 To the extent any deliverable contains pre-existing materials of Party A, Party A hereby grants Party B a worldwide, non-exclusive, royalty-free license to use, reproduce and modify such pre-existing materials solely as incorporated in the Deliverables.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Party A represents and warrants that the services will be performed in a competent and professional manner consistent with industry practice.

8. INDEMNIFICATION

8.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages 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, FRAUD OR BREACH OF SECTION 5 (CONFIDENTIALITY) OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

9.2 Each party's aggregate liability to the other for claims arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Party A under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below. Notice is effective upon receipt.

11. GOVERNING LAW

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 the state and federal courts located in the chosen jurisdiction shall have exclusive jurisdiction over any dispute arising from this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Agreement, including any Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

12.2 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13.2 No failure or delay by either party in exercising any right shall operate as a waiver of that right. A waiver must be in writing to be effective.

13.3 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. Signatures transmitted by electronic means shall be binding.

14. MISCELLANEOUS

14.1 Independent Contractors. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

14.2 Survival. Provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall so survive, including but not limited to Sections 1 (Definitions), 5 (Confidentiality), 6 (Intellectual Property), 8 (Indemnification), 9 (Limitation of Liability), 11 (Governing Law) and 12 (Entire Agreement; Severability).

EXHIBIT A — DESCRIPTION OF SERVICES

EXHIBIT B — FEES

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