Business Download Link Template

BUSINESS DOWNLOAD LINK TEMPLATE

Parties

Recitals

WHEREAS, Provider is the lawful owner or authorized distributor of the digital deliverable described herein and possesses the right to distribute electronic access to the deliverable by issuing a controlled download link; and

WHEREAS, Client desires to obtain access to the deliverable via a download link for the limited purposes and under the terms set forth in this Agreement, and Provider is willing to grant such access subject to the terms and conditions herein.

WHEREAS, the parties intend that access to the deliverable shall be time-limited, conditioned on compliance with confidentiality and permitted-use restrictions, and subject to payment obligations where applicable.

Scope of Work

Provider shall provide access to the following digital deliverable(s) pursuant to the terms below. The specific deliverable(s), format, and permitted use are described by the parties in the Scope of Work field.

Download Link Details

Download Link Identifier:

Access Password (if any):

Issuance Date:   Expiration Date:

Maximum Number of Downloads Allowed:   Allowed Recipients (names or roles):

Payment Terms

Total Fee for Access: USD

Late Payment Fee: % per days past due.

Term and Termination

Effective Date:   Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for days after written notice. Termination does not relieve the Client of payment obligations for services or access provided prior to termination.

Confidentiality

The parties acknowledge that the deliverable and any associated access credentials are Confidential Information. Client shall not disclose, share, post, or otherwise distribute the deliverable or access credentials to third parties except as expressly permitted in writing by Provider. Client will take commercially reasonable measures to protect Confidential Information from unauthorized access or disclosure.

Acknowledgment of Confidentiality: I acknowledge and agree to maintain confidentiality under the terms above.

Intellectual Property and License

Provider retains all right, title and interest in and to the deliverable and all associated intellectual property. Provider grants Client a limited, non-exclusive, non-transferable license to use the deliverable solely for the Permitted Uses identified in the Scope of Work for the Term specified in this Agreement. Any use outside the Permitted Uses requires Provider's prior written consent.

Warranties, Liability and Indemnity

Provider warrants that it has the right to grant access to the deliverable. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE DELIVERABLE IS PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE DELIVERABLE. Client shall indemnify, defend and hold harmless Provider from any third-party claims arising from Client's breach of this Agreement or unauthorized distribution or use of the deliverable.

Governing Law

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

Entire Agreement

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, understandings, and agreements, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Execution

The parties have executed this Agreement by their duly authorized representatives as indicated below.

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