E-COMMERCE WEB SITE DEVELOPMENT
AND SERVICES AGREEMENT

THIS AGREEMENT is made this [date] by and between [name of the dot.com], a [State of Incorporation of the dot.com] corporation with offices at [address of the dot.com] (the “the (Patent Lawyer Rockville Maryland Co.) ”), and [name of the Operator(Gaithersburg MD Patent Attorney Co.)], a [State of Incorporation of the Operator(Gaithersburg MD Patent Attorney Co.)] corporation with offices at [address of the Operator(Gaithersburg MD Patent Attorney Co.)] (the “Operator(Gaithersburg MD Patent Attorney Co.)’).

W I T N E S S E T H:

WHEREAS, the (Patent Lawyer Rockville Maryland Co.)  operates a web site (the “(Patent Lawyer Rockville Maryland Co.)  Web Site”) and is seeking to incorporate a turn-key, integrated, multi-user network, transactional system that performs the following functions [describe] (the “System”) on the (Patent Lawyer Rockville Maryland Co.)  Web Site;

WHEREAS, the Operator(Gaithersburg MD Patent Attorney Co.) has experience and expertise in developing and operating transactional systems of the type that the (Patent Lawyer Rockville Maryland Co.)  is currently seeking; and

WHEREAS, the Parties have reached an agreement under which the Operator(Gaithersburg MD Patent Attorney Co.) shall develop and operate the System on the (Patent Lawyer Rockville Maryland Co.)  Web Site pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows:

1. DESCRIPTION OF THE PROJECT
A. The (Patent Lawyer Rockville Maryland Co.)  desires to have delivered and implemented a custom, turnkey, integrated, multi-user network, transactional web site System for use by the (Patent Lawyer Rockville Maryland Co.)  on the (Patent Lawyer Rockville Maryland Co.)  Web Site. The System must, among other things, effectively interface with the (Patent Lawyer Rockville Maryland Co.) ’s existing systems (the “Existing Systems”).

B. The Operator(Gaithersburg MD Patent Attorney Co.) has represented that it can provide the (Patent Lawyer Rockville Maryland Co.)  with the System in accordance with the specifications identified in Exhibit A attached hereto (the “Specifications”), that would meet the (Patent Lawyer Rockville Maryland Co.) ’s requirements in accordance with the Milestone Schedule attached hereto as Exhibit B.

C. The Operator(Gaithersburg MD Patent Attorney Co.) agrees to deliver, install and test the System, and provide conversion, training, and support services (the “Project”), all as defined and described in Exhibit C attached hereto.

2. ENGAGEMENT OF OPERATOR(GAITHERSBURG MD PATENT ATTORNEY CO.)
A. The (Patent Lawyer Rockville Maryland Co.)  hereby engages the Operator(Gaithersburg MD Patent Attorney Co.) to provide the services and related materials and equipment hereinafter described at the Operator(Gaithersburg MD Patent Attorney Co.)’s facility or at the (Patent Lawyer Rockville Maryland Co.) ’s facility (as the parties mutually agree) and subject to all of the terms and conditions of this Agreement. The Operator(Gaithersburg MD Patent Attorney Co.) hereby accepts such engagement and agrees to make itself available and to render the services under this Agreement in a professional, high quality and timely manner, consistent with the highest computer software development industry professional standards. The Operator(Gaithersburg MD Patent Attorney Co.) agrees to provide services, as reasonably requested, during the term of this Agreement (as hereinafter defined) and for so long as it continues to derive revenues therefrom for changes (including, but not limited to, updates and upgrades) reasonably requested by the (Patent Lawyer Rockville Maryland Co.) .

3. DEVELOPMENT OF THE (PATENT LAWYER ROCKVILLE MARYLAND CO.)  WEB SITE
A. The Operator(Gaithersburg MD Patent Attorney Co.) shall continue to provide professional consulting, creative, writing, design and computer programming services in connection with the development of the (Patent Lawyer Rockville Maryland Co.)  Web Site, as well as such other services, materials, and equipment as are customarily provided in connection with such consulting, creative, design and programming activities or as may be required or directed by the (Patent Lawyer Rockville Maryland Co.)  from time to time; provided, that all creative and design work shall be subject to the prior written approval of the (Patent Lawyer Rockville Maryland Co.)  and provided, further, that all new creative and design work requested by the (Patent Lawyer Rockville Maryland Co.)  shall be subject to the prior approval of each of the parties. Such services, materials and equipment shall include, without limitation:

1. Designing, creating and testing the (Patent Lawyer Rockville Maryland Co.)  Web Site, which shall contain, without limitation, the content of the site, menus, cross-references, hypertext, other organizational features, screen layouts, screen displays, operational control features, security features and the other features, and computer source code and object code related to the development and implementation of these elements;

2. Providing technical and creative assistance, materials and services to upgrade or modify the (Patent Lawyer Rockville Maryland Co.)  Web Site;

3. Developing and implementing plans to promote and publicize the (Patent Lawyer Rockville Maryland Co.)  Web Site in appropriate forums, such as indexing services;

4. Providing general technical and support services for the operation of the (Patent Lawyer Rockville Maryland Co.)  Web Site on the web server operated by the Operator(Gaithersburg MD Patent Attorney Co.) for the (Patent Lawyer Rockville Maryland Co.)  Web Site.

5. If any defects or errors are discovered, the Operator(Gaithersburg MD Patent Attorney Co.) will immediately correct same at its own cost and expense.

B. The Operator(Gaithersburg MD Patent Attorney Co.) shall host the (Patent Lawyer Rockville Maryland Co.)  Web Site and make it available to Internet users. Such service and equipment shall include installing and, if necessary, converting, the (Patent Lawyer Rockville Maryland Co.)  Web Site on Operator(Gaithersburg MD Patent Attorney Co.)’s Server such that the (Patent Lawyer Rockville Maryland Co.)  Web Site is readily available on the World Wide Web and training the (Patent Lawyer Rockville Maryland Co.)  personnel at the (Patent Lawyer Rockville Maryland Co.) ’s headquarters.

4. LICENSE GRANT
The Operator(Gaithersburg MD Patent Attorney Co.) hereby grants to the (Patent Lawyer Rockville Maryland Co.)  for the Term of this Agreement, a nonexclusive right and license throughout the world to copy, distribute, transmit, display, perform, and otherwise use and exploit the Operator(Gaithersburg MD Patent Attorney Co.) Technology, in whole or in part, in connection with the (Patent Lawyer Rockville Maryland Co.)  Web Site, for itself, its affiliates and its the Operator(Gaithersburg MD Patent Attorney Co.)s and clients linked to the (Patent Lawyer Rockville Maryland Co.) ’s Web Server with respect to the ordering, sale and distribution of the (Patent Lawyer Rockville Maryland Co.) ’s and its clients’ products and services, including, without limitation, the right to arrange, rearrange, revise, change, adapt, alter, modify and create derivative works of the Operator(Gaithersburg MD Patent Attorney Co.) Technology.

5. TERM OF THE AGREEMENT
This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the date of execution by both parties and shall extend for an Initial Term of [number] ([#]) years (the “Term”). This Agreement shall be automatically renewed for additional “Extended Terms” of [number] ([#]) years unless either party notifies the other in writing of its intention not to renew the Agreement, such notification to be provided at least [number] ([#]) days prior to the expiration of then in-effect Term.

6. PROJECT MANAGEMENT
The (Patent Lawyer Rockville Maryland Co.)  and the Operator(Gaithersburg MD Patent Attorney Co.) have each designated one individual to serve as “Project Manager” and may from time to time designate replacement Project Managers. The Project Managers will be deemed to have authority to perform the management duties described in this Agreement and shall give and receive any notices or other communications required hereunder. All communications relating to this agreement shall be conducted through the respective Project Managers.

7. PERSONNEL; RESOURCES
A. The Operator(Gaithersburg MD Patent Attorney Co.) shall exercise due diligence to maintain an adequate number of trained, competent personnel to perform its duties under this Agreement and for future support.

B. All services rendered by the Operator(Gaithersburg MD Patent Attorney Co.) in connection with the Project (defined herein), including but not limited to, the recommendation, selection and procurement of third-party Operator(Gaithersburg MD Patent Attorney Co.) Software and third-party hardware; custom Operator(Gaithersburg MD Patent Attorney Co.) Software development; system integration, and system implementation, will be performed by qualified personnel with the highest degree of care and skill, in a diligent and professional manner.

C. The Operator(Gaithersburg MD Patent Attorney Co.) personnel shall have the requisite expertise and ability to perform the tasks assigned to them under this Agreement.

D. During the course of the Project, if the (Patent Lawyer Rockville Maryland Co.)  notifies the Operator(Gaithersburg MD Patent Attorney Co.) of its dissatisfaction with any employee of the Operator(Gaithersburg MD Patent Attorney Co.) or any third party personnel who performs services in connection with the Project at the (Patent Lawyer Rockville Maryland Co.) ’s premises, then the Operator(Gaithersburg MD Patent Attorney Co.) shall take such actions as necessary to substantially improve such person’s performance, or at the (Patent Lawyer Rockville Maryland Co.) ’s request, and at no cost to the (Patent Lawyer Rockville Maryland Co.) , shall replace such individual with an individual who is reasonably satisfactory to the (Patent Lawyer Rockville Maryland Co.) .

8. OPERATOR(GAITHERSBURG MD PATENT ATTORNEY CO.) SOFTWARE AND TECHNOLOGY
A. It is understood and agreed that the Operator(Gaithersburg MD Patent Attorney Co.) shall provide certain object code and/or source code developed by or for the Operator(Gaithersburg MD Patent Attorney Co.) which will be used in conjunction with the Project (the “Operator(Gaithersburg MD Patent Attorney Co.) Software) and programs of the Operator(Gaithersburg MD Patent Attorney Co.) Software and any and all intellectual property rights relating thereto (the “Operator(Gaithersburg MD Patent Attorney Co.) Technology”). All rights in the Operator(Gaithersburg MD Patent Attorney Co.) Software and the Operator(Gaithersburg MD Patent Attorney Co.) Technology shall be owned by Operator(Gaithersburg MD Patent Attorney Co.) including all changes and additions thereto created during the Term of this Agreement by any party.

B. The (Patent Lawyer Rockville Maryland Co.)  may modify, enhance and maintain the Operator(Gaithersburg MD Patent Attorney Co.) Technology for use in conjunction with the (Patent Lawyer Rockville Maryland Co.)  Web Site. In no event shall the Operator(Gaithersburg MD Patent Attorney Co.) Technology include any (Patent Lawyer Rockville Maryland Co.)  Source Content

C. The Operator(Gaithersburg MD Patent Attorney Co.) shall furnish to the (Patent Lawyer Rockville Maryland Co.)  from time to time promptly upon the (Patent Lawyer Rockville Maryland Co.) ’s request copies of the Web Pages, and any supporting documentation relating to the same, in the Operator(Gaithersburg MD Patent Attorney Co.)’s possession, custody or control including user manuals, handbooks, operating instructions, technical data or other materials (whether in human or machine-readable form) relating to the Operator(Gaithersburg MD Patent Attorney Co.) Software, including any updates or revisions to such materials

9. FINAL ACCEPTANCE
A. The Operator(Gaithersburg MD Patent Attorney Co.) shall install the Operator(Gaithersburg MD Patent Attorney Co.) Software and demonstrate and test the Operator(Gaithersburg MD Patent Attorney Co.) Software in accordance with the objective performance criteria to determine whether or not it or any part thereof is free of material defects and operates in all respects in conformity with the Specifications recited in Exhibit A.

B. If any material defects including design errors, design defects, functional defects, programming errors or any material anomaly and/or deviation are found in the Operator(Gaithersburg MD Patent Attorney Co.) Software or if it does not operate in all respects in conformance with the Specifications, then the (Patent Lawyer Rockville Maryland Co.)  shall promptly notify the Operator(Gaithersburg MD Patent Attorney Co.) of such defect. The Operator(Gaithersburg MD Patent Attorney Co.) shall exercise due diligence to correct any defect, and shall again demonstrate and test the Operator(Gaithersburg MD Patent Attorney Co.) Software until it is free of defects and operates in all material respects in conformance with the Specifications. This process shall continue until the (Patent Lawyer Rockville Maryland Co.)  accepts the Operator(Gaithersburg MD Patent Attorney Co.) Software. Unless specific notice is delivered to the Operator(Gaithersburg MD Patent Attorney Co.) by the (Patent Lawyer Rockville Maryland Co.)  by the date provided in the Milestone Schedule setting forth non-acceptance, then the (Patent Lawyer Rockville Maryland Co.)  shall be deemed to have accepted the Operator(Gaithersburg MD Patent Attorney Co.) Software as of said date, subject to latent defects and the terms and conditions of this Agreement.

10. COMPENSATION
In exchange for all services, materials and equipment and all rights granted by the Operator(Gaithersburg MD Patent Attorney Co.) to the (Patent Lawyer Rockville Maryland Co.)  under this Agreement, the (Patent Lawyer Rockville Maryland Co.)  agrees to compensate the Operator(Gaithersburg MD Patent Attorney Co.) as follows:

A. A royalty of [number] percent ([#]%) (the “Royalty”) of Online Revenues of the (Patent Lawyer Rockville Maryland Co.)  during the period of time beginning on the date of the first commercial on-line transaction consummated through the (Patent Lawyer Rockville Maryland Co.)  Web Site (i.e. [date]) and ending on [date] (the “Royalty Period”).

B. Online Revenue shall mean gross revenues actually received by the (Patent Lawyer Rockville Maryland Co.)  from the sale of products to the public on-line on the (Patent Lawyer Rockville Maryland Co.)  Web Site, less applicable taxes, returns, refunds, rebates, processing fees, insurance, and shipping and handling charges

C. A percentage of [number] percent ([#]%) (the “Net Profits Share”) of the (Patent Lawyer Rockville Maryland Co.)  Net Profits actually received by the (Patent Lawyer Rockville Maryland Co.)  during the Operator(Gaithersburg MD Patent Attorney Co.) Royalty Period.

D. (Patent Lawyer Rockville Maryland Co.)  Net Profits shall mean gross revenues actually received by the (Patent Lawyer Rockville Maryland Co.)  directly from the on-line sale of merchandise to consumers on the (Patent Lawyer Rockville Maryland Co.)  Web Site less actual cost of goods and costs and expenses associated in the marketing of such goods.

E. The Royalty and Net Profits Share shall be calculated on a quarterly calendar basis (the “Accounting Period”) and shall be payable no later than [number] days after the termination of the preceding full semiannual period, i.e., commencing on the first (1st) day of January, April, July and October except that the first and last calendar periods may be “short,” depending on the effective date of this Agreement.

F. For each Accounting Period, the (Patent Lawyer Rockville Maryland Co.)  shall provide the Operator(Gaithersburg MD Patent Attorney Co.) with a written statement in a form acceptable to Operator(Gaithersburg MD Patent Attorney Co.). Such statement shall be certified as accurate by a duly authorized officer of the (Patent Lawyer Rockville Maryland Co.)  and shall be furnished to the Operator(Gaithersburg MD Patent Attorney Co.) regardless of whether any payments are actually due for the applicable Accounting Period.

G. During each calendar year during the Term of this Agreement, the (Patent Lawyer Rockville Maryland Co.)  agrees to pay the Operator(Gaithersburg MD Patent Attorney Co.) a Guaranteed Minimum Payment in the amount of [number] United States Dollars which may be credited against the (Patent Lawyer Rockville Maryland Co.) ’s financial obligations to the Operator(Gaithersburg MD Patent Attorney Co.). The Guaranteed Minimum Payment shall be calculated at the end of each calendar year. In the event that the (Patent Lawyer Rockville Maryland Co.) ’s actual Royalty and Net Profits Share for any calendar year are less than the Guaranteed Minimum Payment for such year, the (Patent Lawyer Rockville Maryland Co.)  shall, in addition to paying the Operator(Gaithersburg MD Patent Attorney Co.) its actual Royalty and Net Profits Share for such Accounting Period, pay the Operator(Gaithersburg MD Patent Attorney Co.) the difference between the total earned Royalty and Net Profits Share for the year and the Guaranteed Minimum Payment for such year.

H. Upon expiration or termination of this Agreement, all financial obligations, including the Guaranteed Minimum Payment, shall be accelerated and shall immediately become due and payable.

I. All payments due the Operator(Gaithersburg MD Patent Attorney Co.) shall be made in U.S. currency by check drawn on a U.S. bank, unless otherwise specified by the Operator(Gaithersburg MD Patent Attorney Co.).

J. Late payments shall incur interest at the rate of [number] Percent ([#]%) per month from the date such payments were originally due.

11. RECORD INSPECTION AND AUDIT
A. The Operator(Gaithersburg MD Patent Attorney Co.) shall have the right, upon reasonable notice, to inspect the (Patent Lawyer Rockville Maryland Co.) ’s books and records and all other documents and material in the (Patent Lawyer Rockville Maryland Co.) ’s possession or control with respect to the subject matter of this Agreement. The Operator(Gaithersburg MD Patent Attorney Co.) shall have free and full access thereto for such purposes and may make copies thereof.

B. In the event that such inspection reveals an underpayment by the (Patent Lawyer Rockville Maryland Co.)  of the actual monies owed the Operator(Gaithersburg MD Patent Attorney Co.), the (Patent Lawyer Rockville Maryland Co.)  shall pay the difference, plus interest calculated at the rate of [number] Percent ([#]%) per month. If such underpayment be in excess of [number] U.S. Dollars ($[#]) for any Accounting Period, the (Patent Lawyer Rockville Maryland Co.)  shall also reimburse the Operator(Gaithersburg MD Patent Attorney Co.) for the cost of such inspection.

C. All books and records relative to the (Patent Lawyer Rockville Maryland Co.) ’s obligations hereunder shall be maintained and made accessible to the Operator(Gaithersburg MD Patent Attorney Co.) for inspection for at least [number] years after termination of this Agreement.

12. OWNERSHIP AND ASSIGNMENT OF RIGHTS
A. The Operator(Gaithersburg MD Patent Attorney Co.) Software and Operator(Gaithersburg MD Patent Attorney Co.) Technology and all rights therein (including title to the physical objects), of whatever nature, including, without limitation, any patent, trade secret, trademark or service mark rights (and any goodwill appurtenant thereto), any rights of publicity, and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the United States or in any other country or countries, shall be owned by the Operator(Gaithersburg MD Patent Attorney Co.) immediately from inception subject to the license granted herein and shall constitute works specially ordered or commissioned as works made for hire under the United States Copyright Act. Without limiting any of the foregoing, the (Patent Lawyer Rockville Maryland Co.)  hereby assigns and transfers to the Operator(Gaithersburg MD Patent Attorney Co.) all rights that the (Patent Lawyer Rockville Maryland Co.)  may have, of whatever nature, including, without limitation, any patent, trade secret, trademark or service mark rights (and any goodwill appurtenant thereto), any rights of publicity, and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the United States or in any other country or countries, in and to the Operator(Gaithersburg MD Patent Attorney Co.) Software and Operator(Gaithersburg MD Patent Attorney Co.) Technology, together with ownership of all physical copies thereof, without condition, limitation, or reservation. The Operator(Gaithersburg MD Patent Attorney Co.) may add to, subtract from, arrange, rearrange, revise, modify, change, and adapt the Operator(Gaithersburg MD Patent Attorney Co.) Software and Operator(Gaithersburg MD Patent Attorney Co.) Technology and any part or element thereof in its sole and absolute discretion and the (Patent Lawyer Rockville Maryland Co.)  hereby irrevocably waives all of its rights under the United States Copyright Act, including any rights provided in 17 U.S.C. Section 106, for any and all purposes for which the Operator(Gaithersburg MD Patent Attorney Co.) Software and Operator(Gaithersburg MD Patent Attorney Co.) Technology may be used, and any rights of attribution and integrity conferred by 17 U.S.C. Section 106A or any other “moral rights of authors” with respect to the Operator(Gaithersburg MD Patent Attorney Co.) Software and Operator(Gaithersburg MD Patent Attorney Co.) Technology and any uses thereof to the full extent now or hereafter permitted by the laws of the United States or the laws of any other country or countries for any and all purposes for which the Operator(Gaithersburg MD Patent Attorney Co.) Software and Operator(Gaithersburg MD Patent Attorney Co.) Technology may be used.

B. The Operator(Gaithersburg MD Patent Attorney Co.) agrees that any of the trademarks or trade names of the (Patent Lawyer Rockville Maryland Co.)  (the “Marks”) and any goodwill appurtenant thereto shall be owned exclusively by the (Patent Lawyer Rockville Maryland Co.)  and shall inure solely to the benefit of the (Patent Lawyer Rockville Maryland Co.) . Nothing in this Agreement shall give the Operator(Gaithersburg MD Patent Attorney Co.) any right, title or interest in the Marks, and the Operator(Gaithersburg MD Patent Attorney Co.) will not at any time challenge or take any action inconsistent with the (Patent Lawyer Rockville Maryland Co.) ’s ownership of the Marks or any registration thereof anywhere in the world

C. The (Patent Lawyer Rockville Maryland Co.)  shall have the right, in its sole discretion, to prosecute and control any dispute or litigation involving any claims that a third party has infringed any of the Marks. The Operator(Gaithersburg MD Patent Attorney Co.) shall have the right, in its sole discretion, to prosecute and control any dispute or litigation involving any claims that a third party has infringed any of the Operator(Gaithersburg MD Patent Attorney Co.) Technology or Operator(Gaithersburg MD Patent Attorney Co.) Software, expect to the extent that any such claim affects the (Patent Lawyer Rockville Maryland Co.) ’s rights in, or to the use of, the Operator(Gaithersburg MD Patent Attorney Co.) Technology, the Operator(Gaithersburg MD Patent Attorney Co.) Software and/or the (Patent Lawyer Rockville Maryland Co.)  Web Site.

D. Each party agrees that, upon the other party’s request and expense, that it will promptly execute, acknowledge, and deliver to such other party or its designee such documents as such other party may deem necessary to evidence, record, or effectuate any of such other party’s rights or registrations or any of the agreements, assignments, licenses, releases and waivers hereunder.

E. Neither party shall dispute or impugn the validity or enforceability of, or the other party’s right to use and control the use of, any of the other party’s intellectual property rights, nor shall either party act or permit action in any way that would impair the rights of the other party in and to such rights.

13. REPRESENTATIONS AND WARRANTIES
A. The Operator(Gaithersburg MD Patent Attorney Co.) Software and all portions or components thereof, shall be free of material defects, malfunctions or nonconformities and operate in all respects in conformance with the Specifications to acceptance and for a period of three years from the date of acceptance.

B. The Operator(Gaithersburg MD Patent Attorney Co.) Software and all components thereof will operate on the (Patent Lawyer Rockville Maryland Co.) ’s hardware and all components thereof will be fully compatible with each other, and shall operate together as a fully integrated turnkey system. Further, the (Patent Lawyer Rockville Maryland Co.) ’s data and information as it currently exists on the (Patent Lawyer Rockville Maryland Co.) ’s data processing information system is capable of being converted to operate with the Operator(Gaithersburg MD Patent Attorney Co.) Software.

C. The Operator(Gaithersburg MD Patent Attorney Co.) has full corporate authority to execute and deliver this Agreement and to consummate the transactions hereby in the manner contemplated herein and this Agreement will not violate any other agreement to which the Operator(Gaithersburg MD Patent Attorney Co.) is a party. The Operator(Gaithersburg MD Patent Attorney Co.) shall not enter into any agreement that would be inconsistent with the terms hereof.

D. The Operator(Gaithersburg MD Patent Attorney Co.) Software or any portion thereof, does not contain any timer, clock, counter or other limiting design or routine which causes the Operator(Gaithersburg MD Patent Attorney Co.) Software (or any portion thereof), to become erased, inoperable, impaired, or otherwise incapable of being used in the full manner for which it was designed and licensed (including without limitation any design or routine that would impede copying thereof) after being used or copied a certain number of times, or after the lapse of a certain period of time, or after the occurrence or lapse of any other triggering factor or event. Furthermore, none of the Operator(Gaithersburg MD Patent Attorney Co.) Software, or any portion thereof, contains any limiting design or routine which causes any of the same to be erased, become inoperable, impaired, or otherwise incapable of being used in the full manner for which it was designed and licensed pursuant to this Agreement solely because any of the same has been installed on or moved to a central processing unit or system which has a serial number, model number, or other identification different from that on which the Operator(Gaithersburg MD Patent Attorney Co.) Software was originally installed.

E. No broker’s fees or commission fees are due or payable to any third party in connection with this Agreement.

F. The Operator(Gaithersburg MD Patent Attorney Co.) Software and the services rendered in connection with this Agreement will not violate or in any way infringe any rights of third parties. The Operator(Gaithersburg MD Patent Attorney Co.) and the (Patent Lawyer Rockville Maryland Co.)  agree to cooperate and exchange such information as necessary to defend against such claims.

G. The Operator(Gaithersburg MD Patent Attorney Co.) owns or has the right to use the Operator(Gaithersburg MD Patent Attorney Co.) Technology in the manner contemplated by this Agreement and, to the Operator(Gaithersburg MD Patent Attorney Co.)’s actual knowledge, the Operator(Gaithersburg MD Patent Attorney Co.) Technology does not violate or infringe any rights of third parties. The Operator(Gaithersburg MD Patent Attorney Co.) and the (Patent Lawyer Rockville Maryland Co.)  agree to cooperate and exchange such information as necessary to defend against such claims.

H. The (Patent Lawyer Rockville Maryland Co.)  is free and able to enter into this Agreement, to furnish the materials and to grant the rights and licenses provided for in this Agreement, and the (Patent Lawyer Rockville Maryland Co.)  is not subject to any conflicting obligations that will or might prevent the (Patent Lawyer Rockville Maryland Co.)  from furnishing such materials or to grant the rights and licenses provided for in this Agreement.

I. All of the (Patent Lawyer Rockville Maryland Co.)  Source Content or materials or elements (including, without limitation, film clips, music, narration, text, illustration Operator(Gaithersburg MD Patent Attorney Co.) Software and all other elements) furnished by the (Patent Lawyer Rockville Maryland Co.)  to the Operator(Gaithersburg MD Patent Attorney Co.) under this Agreement will not violate or infringe any rights of third parties. The Operator(Gaithersburg MD Patent Attorney Co.) and the (Patent Lawyer Rockville Maryland Co.)  agree to cooperate and exchange such information as necessary to defend against such claims.

J. The (Patent Lawyer Rockville Maryland Co.)  has full corporate authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and this Agreement will not violate any other agreement to which the (Patent Lawyer Rockville Maryland Co.)  is a party. The (Patent Lawyer Rockville Maryland Co.)  shall not enter into any agreement that would be inconsistent with the terms hereof.

13. INDEMNITY
A. The parties agree to defend, indemnify and hold harmless the other and any of the other’s officers, directors, employees, successors and assigns from and against any and all liabilities, losses, damages, claims, demands, costs, judgments and expenses (collectively, “Claims”), including reasonable attorneys’ fees, arising out of or relating to any breach or alleged breach of any of its own representations and warranties, covenants or agreements contained in this Agreement.

B. The parties agree to (a) promptly notify the indemnifying party in writing of any Claim of which the indemnified party is aware that is subject to indemnification by the indemnifying party, (b) give the indemnifying party the opportunity to defend or negotiate a settlement of any such Claim at the indemnifying party’s sole expense, and (c) reasonably cooperate with the indemnifying party, at the indemnifying party’s sole expense, in defending or settling such Claim. If the indemnifying party does not assume the defense of a Claim after being given notice of the existence thereof within [number] ([#]) days from the date of receipt of such notice, the indemnified party may assume the defense and settlement of that Claim.

14. TERMINATION
A. This Agreement may be terminated by either party upon [number] ([#]) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party, provided that, during the [number] ([#]) days period, the breaching party fails to cure such breach.

B. The (Patent Lawyer Rockville Maryland Co.)  shall have the right, but not the obligation, to terminate this Agreement on [number] days prior written notice within [number] days after the event in question, if there is merger, consolidation or other reorganization of or involving Operator(Gaithersburg MD Patent Attorney Co.) in which Operator(Gaithersburg MD Patent Attorney Co.) is not the surviving entity, or any change in control of Operator(Gaithersburg MD Patent Attorney Co.) on account of the sale of at least [number] ([#]%) of the equity interests of Operator(Gaithersburg MD Patent Attorney Co.).

15. RIGHTS ON TERMINATION
A. Upon expiration or termination of this Agreement, the (Patent Lawyer Rockville Maryland Co.)  may take possession of all copies of the Web Pages and at least one copy of the Operator(Gaithersburg MD Patent Attorney Co.) Technology, all of which the Operator(Gaithersburg MD Patent Attorney Co.) agrees to deliver to the (Patent Lawyer Rockville Maryland Co.)  promptly upon the (Patent Lawyer Rockville Maryland Co.) ’s request, notwithstanding any dispute between the (Patent Lawyer Rockville Maryland Co.)  and the Operator(Gaithersburg MD Patent Attorney Co.). This obligation of the Operator(Gaithersburg MD Patent Attorney Co.) shall be in addition to, and not in lieu or limitation of, any other obligation the Operator(Gaithersburg MD Patent Attorney Co.) may have and shall not limit any other right or remedy that the (Patent Lawyer Rockville Maryland Co.)  may have, including, but limited to, an action for specific performance due to the uniqueness of the Operator(Gaithersburg MD Patent Attorney Co.) Software and the irreparable harm that would be caused all hereby acknowledged by the Operator(Gaithersburg MD Patent Attorney Co.).

B. Upon the termination of this Agreement for any reason, any rights and licenses granted by the (Patent Lawyer Rockville Maryland Co.)  to the Operator(Gaithersburg MD Patent Attorney Co.) shall immediately terminate and revert to the (Patent Lawyer Rockville Maryland Co.) .

16. LIMITATION ON REMEDIES
A. No party hereto shall be liable to the other for any indirect, consequential or special or exemplary damages such as loss of revenue or anticipated profits or lost business arising from any interruption or delays in operation or transmission of the web server caused by either party’s inadvertent acts or caused by events beyond either party’s reasonable control, including, but not limited to, communications line failures or theft.

B. The (Patent Lawyer Rockville Maryland Co.)  acknowledges and agrees that the Internet is not an error free network and that transmissions made on the Internet may not be completed or may contain errors or omissions. The Internet, or portions thereof, may also become inaccessible or inoperable, in whole or in part, at any time or from time to time.

C. No party hereto shall be responsible for the accuracy of completeness of any information furnished to it by the other party hereto or for inaccuracies or omissions which are the result of inaccurate or incomplete information furnished to one party hereto by the other party hereto.

17. CONFIDENTIALITY
A. “Confidential Information” shall mean any confidential technical data, trade secret, know-how or other confidential information disclosed by any party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing party as “Confidential” or ”Proprietary”. If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced in writing and delivered to the receiving party within [number] ([#]) days of such disclosure.

B. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party at the time of disclosure or becomes known to the receiving party without breach of this Agreement; (ii) is or become publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiary; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.

C. The receiving party agrees that it will not disclose any Confidential Information to any third party and will not use Confidential Information of the disclosing party for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of [number] ([#]) years thereafter, without the prior written consent of the disclosing party. The receiving party further agrees that Confidential Information shall remain the sole property of the disclosing party and that it will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees. No license shall be granted by the disclosing party to the receiving party with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.

D. Upon the request of the disclosing party, the receiving party will promptly return all Confidential information furnished hereunder and all copies thereof.

E. The Parties agree that all publicity and public announcements concerning the formation and existence of this Agreement shall be jointly planned and coordinated by and among the Parties. Neither party shall disclose any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas or directives of a court, government or governmental agency, after giving prior notice to the other party.

F. If a party breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential information hereunder, the non- breaching party shall be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages notwithstanding anything to the contrary contained herein.

18. NOTICE AND PAYMENT
A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express.

B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

19. JURISDICTION/DISPUTES
This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State] including the federal courts therein and the parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

20. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

21. ASSIGNABILITY
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.

22. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

23. SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

24. INTEGRATION
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.

[(Patent Lawyer Rockville Maryland Co.) ]     [Operator(Gaithersburg MD Patent Attorney Co.)]

By:        By:
Title:      Title:
Date:      Date: