Business Reuse Template

BUSINESS REUSE TEMPLATE

This Business Reuse Agreement ("Agreement") is entered into as of Effective Date: by and between Owner Name: and Reuser Name: .

WHEREAS

WHEREAS, Owner represents that it is the lawful owner or authorized licensor of certain business materials, assets, documentation, know-how and related intellectual property to be identified in the Scope of Work below (collectively, "Materials");

WHEREAS, Reuser desires to obtain a limited right to reuse, reproduce and adapt the Materials for the Permitted Uses set forth herein, and Owner is willing to grant such rights under the terms and conditions of this Agreement;

WHEREAS, the parties intend by this Agreement to define the scope of reuse, compensation, confidentiality obligations, term, and termination provisions applicable to the Materials.

SCOPE OF WORK

GRANT OF RIGHTS

Subject to the terms and conditions of this Agreement, Owner hereby grants to Reuser a non-exclusive, non-transferable, revocable license to reuse the Materials solely for the Permitted Uses described in the Scope of Work. Reuser shall not sublicense, sell, or otherwise transfer the Materials except as expressly permitted in writing by Owner. Any rights not expressly granted are reserved by Owner.

PAYMENT TERMS

All payments are exclusive of applicable taxes. Reuser shall be responsible for all taxes arising from payments under this Agreement, except for taxes based on Owner's income.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after receipt of written notice specifying the breach. In the event of termination for convenience, the terminating party shall provide the notice period set forth above. Upon termination, Reuser shall cease all use of the Materials and return or destroy copies as directed by Owner, except as otherwise agreed in writing.

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential under the circumstances. Each recipient shall (a) use Confidential Information only for the purposes of exercising its rights and performing its obligations under this Agreement; (b) limit access to Confidential Information to employees, contractors and agents who need access and who are bound by written confidentiality obligations at least as protective as those in this Agreement; and (c) exercise at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information shall not include information that is (i) in the public domain through no breach of this Agreement, (ii) already known to recipient prior to disclosure as evidenced by written records, (iii) independently developed without use of the disclosing party's Confidential Information, or (iv) rightfully received from a third party without obligations of confidentiality.

INDEMNIFICATION

Reuser shall indemnify, defend and hold harmless Owner against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from Reuser's use, modification or distribution of the Materials in breach of this Agreement or beyond the scope of the license granted herein. Owner shall promptly notify Reuser of any claim for which indemnification is sought and allow Reuser to control the defense and settlement thereof, provided that Owner may participate in such defense at its own expense.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, nationally recognized courier, or email with confirmation of receipt if previously agreed in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that jurisdiction for disputes arising under this Agreement.

ENTIRE AGREEMENT

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

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid and enforceable provision that most closely approximates the intent and economic effect of the invalid provision.

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