Written Contract Agreement

WRITTEN CONTRACT AGREEMENT

This Written Contract Agreement ("Agreement") is made and entered into as of by and between Party A: , whose principal place of business or residence is , and Party B: , whose principal place of business or residence is .

RECITALS

WHEREAS, Party A is engaged in the business or activity described as ; and

WHEREAS, Party B possesses the expertise and resources to provide certain services and deliverables described herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation and related matters in a written agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and 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 all non-public information disclosed by one party to the other, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.2 "Deliverables" means the tangible and intangible work product to be delivered by Party B to Party A as described in Section 2.

2. SCOPE OF SERVICES

2.1 Services. Party B shall provide the services and produce the Deliverables in accordance with the specifications set forth below and in any attachments or statements of work agreed in writing by the parties.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on and continue until , unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon written notice to the other party delivered not less than days prior to the effective date of termination.

3.3 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

4. COMPENSATION; PAYMENT

4.1 Fees. Party A shall pay Party B the fees set forth below for the services and Deliverables. All fees are due in U.S. dollars.

4.2 Late Payment. Late payments shall accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by law. Party B may suspend performance for unpaid amounts following ten (10) days' written notice.

5. INVOICING; TAXES

5.1 Invoices. Party B shall submit invoices to Party A in accordance with the payment schedule. Invoices shall include reasonable detail identifying the services rendered and any expenses incurred.

5.2 Taxes. Each party is responsible for its own taxes. Party A shall pay any sales, use or similar taxes chargeable on the provision of services, except taxes based on Party B's net income.

6. CONFIDENTIALITY

6.1 Obligation. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

6.2 Exceptions. Confidential Information does not include information that is: (a) publicly known through no fault of the receiving party; (b) rightfully received by the receiving party from a third party without restriction; or (c) independently developed by the receiving party without reference to the disclosing party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Preexisting Materials. Each party retains all right, title and interest in and to its preexisting intellectual property.

7.2 Deliverables. Unless otherwise agreed in writing, Party B hereby assigns to Party A all right, title and interest in and to the Deliverables created specifically for Party A under this Agreement upon full payment of all fees, subject to Party B's moral rights (if any) which Party B hereby waives to the fullest extent permitted by law.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each party represents and warrants that it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement is a valid and binding obligation enforceable against it in accordance with its terms.

8.2 Additional Warranty by Party B. Party B warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. Party B does not warrant that the services will be error-free or that all objectives of Party A will be achieved.

9. INDEMNIFICATION

9.1 By Party B. Party B shall indemnify, defend and hold harmless Party A and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Party B's breach of Section 7; or (b) Party B's gross negligence or willful misconduct in performing the services.

9.2 Procedure. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to assume control of the defense and settlement of such claim, provided that the indemnifying party may not settle any claim that imposes obligations on the indemnified party without the indemnified party's prior written consent.

10. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or infringement of intellectual property rights, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed .

11. INSURANCE

Party B shall maintain at its expense insurance coverage appropriate to the services and sufficient to satisfy its obligations under this Agreement. Minimum coverage shall include general liability and professional liability limits of not less than , unless otherwise agreed in writing.

12. COMPLIANCE WITH LAW

Each party shall comply with all applicable federal, state and local laws, rules and regulations in performing its obligations under this Agreement, including all export control, employment and privacy laws applicable to the performance of services.

13. NOTICES

All notices, consents or other communications required or permitted under this Agreement 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 below or to such other address as a party may specify by written notice.

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver of that right.

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and statements of work attached 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.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that effects the parties' original intent as closely as possible.

18. COUNTERPARTS

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 deemed original signatures for all purposes.

EXECUTION

The parties, through their duly authorized representatives, have executed this Agreement as of the date first written above.

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