Business DL Document

BUSINESS DL DOCUMENT

This Business DL Document (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Licensor possesses certain business data, proprietary materials and associated rights described herein (the "Licensed Materials") that Licensor is willing to grant to Licensee under the terms set forth in this Agreement; and

WHEREAS, Licensee desires to obtain a limited, non-exclusive license to use the Licensed Materials for the business purposes set out in this Agreement subject to payment and confidentiality obligations; and

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

1. SCOPE OF WORK

Licensor shall provide to Licensee the Licensed Materials and related deliverables described below. The Licensed Materials and deliverables shall be provided in accordance with the specifications, milestones and acceptance criteria set forth in the Scope of Work.

2. PAYMENT TERMS

Licensee shall pay Licensor the fees set forth below in consideration for the rights granted and services performed under this Agreement. All fees are exclusive of taxes and duties which shall be Licensee's responsibility.

Payment obligations are independent of Licensor's performance obligations. Invoices not disputed in writing within ten (10) business days shall be deemed accepted. Overdue amounts shall accrue interest at the rate specified above from the date due until paid.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in full force and effect until the Termination Date unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above following written notice. Termination shall not relieve Licensee of its obligation to pay fees earned prior to termination, nor limit Licensor's rights to seek injunctive or other equitable relief for breach of confidentiality or intellectual property provisions.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means information disclosed by a party that is by its nature confidential or is marked or identified as confidential, including but not limited to business plans, financial data, trade secrets, software, methodologies, formulas, and Licensed Materials. Each receiving party shall:

(a) hold Confidential Information in strict confidence and use it only for the performance of this Agreement; (b) disclose Confidential Information only to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect such Confidential Information from unauthorized use or disclosure. Confidential Information shall not include information that is or becomes publicly known without breach, was rightfully known prior to disclosure, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall return or destroy Confidential Information as requested by the disclosing party and certify such return or destruction in writing.

5. INTELLECTUAL PROPERTY

Licensor retains all right, title and interest in and to the Licensed Materials and any underlying intellectual property. Licensor grants to Licensee a limited, non-exclusive, non-transferable license to use the Licensed Materials solely as set forth in this Agreement and solely for Licensee's internal business purposes during the Term. Any modifications, derivatives or enhancements of the Licensed Materials made by Licensee shall be subject to Licensor's ownership rights unless otherwise agreed in writing.

6. WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. LICENSOR WARRANTS THAT IT HAS THE RIGHT TO LICENSE THE LICENSED MATERIALS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice to the other party in accordance with this Section.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for disputes arising out of or relating to this Agreement.

9. ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Sign Now