Business Letterhead Reference

BUSINESS LETTERHEAD REFERENCE AND USAGE AGREEMENT

This Business Letterhead Reference and Usage Agreement ("Agreement") is executed as of .

Parties

Recitals

WHEREAS, Reference Owner maintains and uses official company letterhead and related trademarks, logos, and identifying materials (collectively, "Letterhead Materials") in the ordinary course of its business; and

WHEREAS, Recipient has requested permission to display Reference Owner's Letterhead Materials as a reference or sample in marketing, proposals, and portfolio materials, and Reference Owner is willing to grant limited rights to do so under the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope of permitted use, compensation, confidentiality obligations, and other terms governing such use.

Scope of Use

Reference Owner grants Recipient a non-exclusive, non-transferable, revocable license to use the Letterhead Materials solely as described below and subject to the restrictions in this Agreement. Authorized uses include:

Recipient shall not alter, edit, or misrepresent the Letterhead Materials, shall display attribution where reasonably practicable, and shall not imply endorsement beyond the agreed reference use.

Payment Terms

As consideration for the limited license granted herein, Recipient shall pay Reference Owner the sum of US Dollars, payable as follows:

Late payments shall accrue interest at the rate of on overdue balances, in addition to the right of Reference Owner to suspend rights under this Agreement following ten (10) days' written notice of nonpayment.

Term and Termination

The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision and fails to cure such breach within days after receipt of written notice. Upon termination, Recipient shall cease all uses of Letterhead Materials and, at Reference Owner's election, promptly destroy or return any physical or electronic copies.

Confidentiality

Each party shall treat as confidential any non-public business information disclosed in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is or becomes generally known to the public through no fault of the receiving party. The receiving party shall not disclose Confidential Information except to employees or contractors who have a bona fide need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Representations, Warranties and Indemnity

Reference Owner represents and warrants that it has the right to grant the license set forth herein and that the Letterhead Materials, as provided for permitted use, do not infringe third-party intellectual property rights. Recipient shall indemnify, defend and hold harmless Reference Owner from and against any claims, liabilities, losses or expenses arising from Recipient's unauthorized use or misrepresentation of the Letterhead Materials.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles.

Entire Agreement

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

Notices

Notices under this Agreement shall be given in writing to the addresses set forth above or to such other address as a party may designate by written notice and shall be effective upon personal delivery, nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid.

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