Business Document Download File

BUSINESS DOCUMENT DOWNLOAD FILE

This Business Document Download File Agreement (the Agreement) is made as of between Provider Name: and Client Name: .

RECITALS (WHEREAS)

WHEREAS, Provider is engaged in the creation, compilation and distribution of business documents, templates, and related digital files and offers those materials for download under license and/or sale; and

WHEREAS, Client desires to obtain from Provider certain downloadable business document files described in this Agreement for Client's internal business use, and Provider is willing to grant a limited license to Client subject to the terms and conditions set forth herein.

WHEREAS, the parties intend that Provider retain all proprietary rights not expressly granted herein and that Client's use of the downloadable files will be limited as specified below.

SCOPE OF WORK

Provider will make available the described files by providing access credentials or a secure download mechanism for the agreed number of downloads: Maximum downloads permitted: . Files delivered shall be in the agreed formats and will be accompanied by any necessary usage instructions.

PAYMENT TERMS

Late payments shall incur a late fee of on any overdue amount, calculated from the date payment was due until paid in full. Client is responsible for all applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Upon termination, Client shall immediately cease use of all downloaded files and, at Provider's option, shall delete or return all associated materials.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means any non-public business, technical or financial information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, that is designated as confidential or that, by its nature, should reasonably be treated as confidential.

The receiving party shall: (a) maintain Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly authorized; and (c) use Confidential Information solely for performance under this Agreement. Confidentiality obligations shall survive termination for a period of years, except where longer duration is required by law.

LICENSE AND USE RIGHTS

Subject to Client's payment and compliance with this Agreement, Provider grants Client a limited, non-exclusive, non-transferable, revocable license to use the downloaded files for Client's internal business purposes only. Client shall not resell, sublicense, redistribute, publish, or make the digital files available to third parties except as expressly authorized in writing by Provider.

All intellectual property rights not expressly granted are reserved by Provider. Client shall not remove, alter, or obscure any proprietary notices or attributions contained in the files.

WARRANTIES, INDEMNIFICATION AND LIMITATIONS

Provider warrants that it has the right to grant the license set forth in this Agreement. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Client agrees to indemnify, defend and hold Provider harmless from and against any claims, liabilities, losses or expenses arising from Client's misuse of the downloaded files, violation of this Agreement, or breach of any representations and warranties.

IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

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.

ENTIRE AGREEMENT

This Agreement 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 oral or written. Any modification to this Agreement must be in writing and signed by both parties.

CONTACT INFORMATION

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