BLP Legal Agreement

BLP Legal Agreement

This BLP Legal Agreement ("Agreement") is entered into effective as of by and between , an entity organized as Corporation LLC Individual with principal address at (hereafter "Party A"), and , an entity organized as Corporation LLC Individual with principal address at (hereafter "Party B").

RECITALS

WHEREAS, Party A is engaged in certain business activities and possesses specific know-how, proprietary processes, and relationships relevant to the subject matter of this Agreement; and

WHEREAS, Party B desires to obtain the benefit of Party A's services, access, or license under the terms set forth herein, and Party A is willing to provide such services, access, or license on the terms and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the rights, obligations, compensation, and remedies with respect to the subject matter described below.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Confidential Information" means all non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. "Deliverables" means any tangible or intangible work product created or delivered by Party A pursuant to this Agreement.

2. SCOPE OF SERVICES / OBLIGATIONS

Party A shall provide the services, deliverables, and other obligations described in the scope below. Party A shall perform the services in a professional and workmanlike manner in accordance with industry standards and applicable law.

3. TERM AND TERMINATION

This Agreement shall commence on the effective date set forth above and shall continue for an initial term of unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Either party may terminate for convenience upon written notice to the other party, subject to any applicable termination fees set forth in Section 4.

4. COMPENSATION; PAYMENT

In consideration for the performance of services by Party A, Party B shall pay Party A the fees and expenses as follows. Unless otherwise agreed in writing, all amounts are payable in U.S. dollars and are due within thirty (30) days of invoice receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by law.

5. CONFIDENTIALITY

Each party agrees to hold the other party's Confidential Information in strict confidence, to use it only for purposes of performing obligations under this Agreement, and not to disclose such information to any third party except as permitted herein. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, or that the receiving party can demonstrate was already in its possession prior to disclosure.

6. INTELLECTUAL PROPERTY

Except as expressly provided herein, each party retains all right, title and interest in and to its pre-existing intellectual property. With respect to Deliverables, the parties shall allocate ownership as follows: Party A grants to Party B a non-exclusive, non-transferable license to use the Deliverables solely for the purposes set forth in this Agreement, unless otherwise agreed in writing. All moral rights are hereby waived to the maximum extent permitted by law.

7. REPRESENTATIONS AND WARRANTIES

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. Party A further represents that to the best of its knowledge the Deliverables will not infringe the intellectual property rights of any third party. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION

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, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, negligence, or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE.

10. NOTICES

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 such other address as a party may designate in writing.

11. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise preclude further exercise.

12. 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 delivered by electronic facsimile or as a scanned image of an original signature shall be binding.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the state specified below without regard to its conflict of law principles.

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the parties will negotiate in good faith a substitute provision that, to the extent possible, gives effect to the original intent.

16. MISCELLANEOUS

The parties acknowledge that they have had an opportunity to review and negotiate the terms of this Agreement and that it shall not be construed against either party by reason of authorship. Headings are for convenience only and shall not affect interpretation.

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