Business Release Toolbox

BUSINESS RELEASE TOOLBOX

Parties

Recitals

WHEREAS, Provider is in the business of compiling, preparing and licensing a set of business instruments, templates, policies and operational materials collectively referred to as the "Toolbox" and retains expertise in delivering those materials to business clients;

WHEREAS, Client desires to acquire limited rights to use the Toolbox materials and to receive certain advisory and implementation assistance described below, subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to allocate responsibilities, payment obligations, confidentiality protections and release provisions applicable to the Toolbox and its use;

Agreement Effective Date

This Agreement is effective as of (the "Effective Date").

Scope of Work

Provider shall deliver to Client the Toolbox materials and shall perform limited advisory services to assist Client in implementing selected materials. The specific deliverables, milestones and responsibilities are described below and in any schedules appended to this Agreement.

License, Release and Use

Provider grants Client a limited, non-exclusive, non-transferable license to use and adapt the Toolbox materials solely for Client's internal business purposes. Client acknowledges that Provider retains all rights, title and interest in the Toolbox. Client hereby releases Provider from any claim or liability arising from Client's selection, adaptation or use of the Toolbox, except to the extent caused by Provider's gross negligence or willful misconduct.

Client agrees not to redistribute, sublicense, sell or publish the Toolbox in any manner inconsistent with the limited license granted in this Agreement. Any unauthorized distribution shall be deemed a material breach and entitle Provider to injunctive relief and damages.

Payment Terms

In consideration for the license and services provided under this Agreement, Client shall pay Provider as set forth below. All amounts are stated in U.S. dollars and are due in accordance with the schedule established herein.

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Section, continues until the Term End Date. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within the notice period specified below.

Upon termination for any reason, Client shall immediately cease using any Toolbox materials not paid for and shall return or certify destruction of confidential materials as required by this Agreement. Termination shall not relieve Client of its obligation to pay fees accrued prior to termination.

Confidentiality

Each party (the "Recipient") shall keep confidential and not disclose to any third party any information designated as confidential by the other party (the "Discloser") or that, by its nature, ought reasonably to be treated as confidential, including non-public Toolbox materials, business processes, pricing, client lists and trade secrets. Confidential information shall not include information that is publicly known through no breach by Recipient, rightfully received by Recipient from a third party without obligation of confidentiality, or independently developed by Recipient without use of Discloser's confidential information.

Intellectual Property & Indemnification

All intellectual property rights in the Toolbox and any custom materials prepared by Provider shall remain vested in Provider unless otherwise expressly assigned in a written instrument. Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Client's modification, distribution, or commercial exploitation of the Toolbox beyond the scope of the license granted herein, except to the extent such claim arises from Provider's gross negligence or willful misconduct.

Warranties; Limitation of Liability

Provider warrants only that it has the right to grant the license set forth herein. EXCEPT FOR THE LIMITED WARRANTY STATED IN THE PRECEDING SENTENCE, THE TOOLBOX AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to invoking any formal dispute resolution procedure.

Entire Agreement; Amendments

This Agreement, together with any attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered via nationally recognized overnight courier to the address for each party set forth above or such other address as either party may designate by notice to the other.

Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect and the invalid or unenforceable provision will be replaced with a valid provision that most closely reflects the parties' intent.

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