Business Document Library

BUSINESS DOCUMENT LIBRARY AGREEMENT

This Business Document Library Agreement (the "Agreement") is entered into as of Effective Date:

Parties

WHEREAS

WHEREAS, Provider maintains and updates a centralized collection of business documents, templates, forms, checklists and sample agreements (the "Library") for use by business clients; and

WHEREAS, Client desires access to the Library for internal business purposes subject to the terms and fees set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope of access, permitted uses, payment obligations, confidentiality protections and ownership of intellectual property related to the Library.

Scope of Library Services

Provider will grant Client a non-exclusive, non-transferable, limited license to access, download and use documents from the Library for Client's internal business operations only, subject to restrictions on redistribution, resale, or public posting as described below. Provider will make commercially reasonable efforts to maintain and, from time to time, update the Library content.

Payment Terms

Client shall pay Provider the fees set forth below in consideration of access to the Library. Fees are exclusive of applicable taxes and are payable in accordance with the schedule agreed by the parties.

Term and Termination

The term of this Agreement commences on Start Date: and continues until 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 remains uncured for the Notice Period: days after written notice. Provider may suspend access immediately if Client fails to pay undisputed fees.

Confidentiality

Each party shall keep confidential all non-public information of the other party disclosed in connection with this Agreement ("Confidential Information") and shall not disclose or use such information except as necessary to perform its obligations. Confidential Information does not include information that is (a) already known to the receiving party without obligation of confidentiality, (b) becomes publicly available other than through breach of this Agreement, or (c) is independently developed without reference to the disclosing party’s Confidential Information.

The obligations in this section shall continue for Confidentiality Period (years):

Intellectual Property and License

Provider retains all right, title and interest in and to the Library and all associated intellectual property. Provider grants Client a limited, revocable, non-exclusive license to use downloaded documents internally in accordance with this Agreement. Client shall not remove Provider's proprietary markings nor claim authorship of Provider-created materials. Any client modifications remain the property of Client, but derivative works based substantially on Provider materials remain subject to Provider's rights.

Representations; Warranty Disclaimer; Limitation of Liability

Each party represents that it has authority to enter into this Agreement. Provider warrants that it has the rights necessary to license the Library as described. EXCEPT AS EXPRESSLY PROVIDED, THE LIBRARY IS PROVIDED "AS IS" WITHOUT WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

All notices required under this Agreement shall be in writing and delivered to the addresses below by registered mail, courier, or email with confirmation.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising hereunder.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party’s prior written consent, except to a successor in interest by merger or asset sale.

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