Yaron Legal Agreement

Yaron Legal Agreement

This Yaron Legal Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A: , having its principal place of business at ("Party A"), and Party B: , having its principal place of business at ("Party B"). Each of Party A and Party B may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A provides the services and professional expertise described in this Agreement and Party B desires to engage Party A to perform such services under the terms and conditions set forth herein.

WHEREAS, the Parties intend to set forth their respective rights and obligations with respect to the scope of services, compensation, confidentiality, ownership of work product, and other matters of mutual concern.

WHEREAS, the Parties desire to reduce their agreement to writing and to be bound by the terms set forth below.

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 hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the professional services described in Section 2 and any Work Orders or Statements of Work incorporated into this Agreement. 1.2 "Confidential Information" means information disclosed by one Party to the other that is identified as confidential or that, by its nature, ought reasonably to be treated as confidential, including business plans, technical data, and client information.

2. SERVICES

2.1 Scope. Party A shall perform the services described below and in any attached statement of work. The Parties agree that the general scope of Services is:

2.2 Performance Standard. Party A shall perform the Services in a professional and workmanlike manner consistent with industry standards and shall comply with all applicable laws and regulations in performing the Services.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either Party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective date of termination.

3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

4. COMPENSATION

4.1 Fees. In consideration for the Services, Party B shall pay Party A the fees as set forth below and in any incorporated statement of work.

4.2 Expenses. Unless otherwise agreed in writing, Party B shall reimburse Party A for reasonable and pre-approved out-of-pocket expenses incurred in connection with the performance of the Services upon presentation of appropriate receipts.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each Party shall maintain the confidentiality of the other Party's Confidential Information and shall not disclose such information except to employees, agents, or contractors who need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

5.2 Exclusions. Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in the receiving Party's possession prior to receipt; or (c) is independently developed without use of the disclosing Party's Confidential Information.

5.3 Duration. The confidentiality obligations in this Section shall survive termination of this Agreement for a period of years.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Work Product. Unless otherwise agreed in a written statement of work, Party A hereby assigns to Party B all right, title and interest in and to work product created exclusively for Party B in the performance of the Services, and Party A shall execute assignments and other instruments reasonably necessary to effectuate such assignment.

6.2 Pre-Existing Materials. Notwithstanding the foregoing, Party A shall retain ownership of its pre-existing materials and tools and nothing in this Agreement shall be construed to transfer rights in such pre-existing materials, except to the extent incorporated into the work product in a manner that can be assigned.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A represents that the Services will be performed in a competent and professional manner.

8. INDEMNIFICATION

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

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A BREACH OF THE CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

10.1 Insurance Requirements. During the term of this Agreement, Party A shall maintain commercial general liability insurance and, where applicable, professional liability/errors and omissions insurance in amounts customary for the industry.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall 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 notice in accordance with this Section.

12. AMENDMENTS; WAIVER; ASSIGNMENT

12.1 Amendments. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both Parties. 12.2 Waiver. No waiver of any breach shall be deemed a waiver of any subsequent breach. 12.3 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, provided that either Party may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets or equity.

13. GOVERNING LAW; DISPUTE RESOLUTION

13.1 Governing Law. 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.

13.2 Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the Parties agree to submit the dispute to binding arbitration administered in accordance with mutually agreed arbitration rules, with the arbitrator's award final and binding.

14. COUNTERPARTS

14.1 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 delivered by electronic transmission shall be effective as originals.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15.2 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that, to the extent practicable, achieves the Parties' original intent.

16. ADDITIONAL PROVISIONS

16.1 Independent Contractor. The Parties agree that Party A is an independent contractor and not an employee, agent, joint venturer, or partner of Party B. Party A shall be solely responsible for all taxes, withholdings, and other statutory obligations related to its performance under this Agreement.

16.2 Injunctive Relief. The Parties agree that a breach of the confidentiality or intellectual property provisions would cause irreparable harm for which monetary damages would be an inadequate remedy; accordingly, the non-breaching Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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