Business RUA Document

Business RUA Document

This Business RUA Document (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address: (hereinafter "Client"), and Service Provider Name: with principal address: (hereinafter "Provider").

RECITALS

WHEREAS, Client requires the limited right to access and use certain tangible or intangible business resources, materials, systems, or data described below under defined terms and conditions; and

WHEREAS, Provider is the lawful owner or authorized licensor of the resources and has agreed to grant to Client specified limited rights of use and access subject to the terms and restrictions set forth in this Agreement; and

WHEREAS, the parties desire to set forth in writing the scope, fees, confidentiality obligations, term, and conditions governing such rights of use.

SCOPE OF WORK

Provider grants Client a non-exclusive, non-transferable right to use the resources described above solely for the purpose(s) set forth in the Scope of Work and subject to the access controls, usage limits, and other restrictions expressly stated in this Agreement. Client shall not sublicense, assign, or otherwise transfer rights granted herein without Provider's prior written consent.

PAYMENT TERMS

Invoices shall be payable within days of receipt unless otherwise agreed in writing. If Client fails to pay any undisputed amount when due, Provider may assess interest on the overdue amount at a rate of percent per month (or the maximum rate permitted by law, if lower). Provider is also entitled to recover reasonable collection costs and attorneys' fees for collection of overdue amounts.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

This Agreement shall continue in effect for the term specified above unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than days prior to the effective date of termination.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services and rights granted through the effective date of termination.

Terminate for convenience upon notice    Terminate for material breach

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use such Confidential Information solely to perform obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except as expressly permitted herein. The receiving party shall take reasonable measures to protect Confidential Information, but in no event less than the measures it uses to protect its own similar information.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

LIMITATION OF USE; OWNERSHIP

Unless expressly set forth otherwise in this Agreement, Provider retains all right, title and interest in and to the resources, and no ownership or other rights are conveyed to Client except for the limited rights expressly granted herein. Client shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the composition, structure, or underlying concepts of the resources except to the extent expressly authorized in writing by Provider or to the extent permitted by applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules. The parties submit to the exclusive jurisdiction of the courts located in that State for the resolution of any dispute arising out of or in connection with this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments or exhibits specifically referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a signed writing by both parties.

REPRESENTATIONS AND WARRANTIES; INDEMNITY

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Client shall defend, indemnify and hold harmless Provider from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Client's misuse of the resources or breach of this Agreement.

NOTICES

ADDITIONAL PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. Waiver of any breach shall not constitute waiver of any other breach. Headings are for convenience only and do not affect interpretation.

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