CCA Legal Document

CCA Legal Document

This CCA Legal Document (the "Agreement") is made effective as of by and between Party A: located at (hereinafter "Provider"), and Party B: located at (hereinafter "Recipient").

RECITALS

WHEREAS, Provider possesses certain confidential business information, technical know-how, proprietary materials, and trade secrets relating to its services and methods that Provider desires to protect; and

WHEREAS, Recipient desires to receive limited access to such Confidential Information for the purpose of performing the services described in this Agreement and Provider is willing to disclose such Confidential Information to Recipient on the terms and conditions set forth herein; and

WHEREAS, the parties intend that certain deliverables and any improvements developed by Recipient in the course of performing the services shall be assigned or licensed as set forth below.

N O W, T H E R E F O R E, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information disclosed by Provider to Recipient, whether disclosed orally, visually, in writing, or electronically, 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. Confidential Information includes without limitation technical data, trade secrets, business plans, customer lists, pricing, financial information, prototypes, designs and product roadmaps.

1.2 "Work Product" means all materials, deliverables, inventions, discoveries, designs, writings, software, documentation, and other results conceived, developed or reduced to practice by Recipient, alone or with others, in connection with the services described in Section 3.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Duty of Confidentiality. Recipient shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted under this Agreement; and (c) use Confidential Information solely for the purpose of performing Recipient's obligations under this Agreement.

2.2 Permitted Disclosures. Recipient may disclose Confidential Information only to those employees, contractors or advisors who have a bona fide need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient shall remain responsible for any breach of this Agreement by its representatives.

2.3 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no breach by Recipient; (b) was lawfully in Recipient's possession prior to receipt from Provider; (c) is independently developed by Recipient without use of or reference to Provider's Confidential Information; or (d) is rightfully obtained by Recipient from a third party without restriction.

3. SCOPE OF SERVICES

3.1 Services. Provider engages Recipient to perform the services described below, and Recipient accepts such engagement on the terms set forth in this Agreement:

3.2 Standard of Performance. Recipient shall perform the Services in a professional and workmanlike manner consistent with industry standards. Recipient shall devote the time and attention necessary to meet the agreed milestones and delivery schedules.

4. COMPENSATION; PAYMENT

4.1 Fees. In consideration for Recipient's performance of the Services, Provider shall pay Recipient the fees set forth below:

Total Fee

Payment Terms

5. INTELLECTUAL PROPERTY

5.1 Ownership of Pre-Existing IP. Each party retains all right, title and interest in and to its pre-existing intellectual property. No license to any party's pre-existing intellectual property is granted except as expressly set forth in this Agreement.

5.2 Work Product; Assignment. To the extent permitted by applicable law, Recipient hereby assigns to Provider all right, title and interest in and to the Work Product and agrees to execute any instruments necessary to effectuate such assignment. If assignment is not effective as to any particular jurisdiction, Recipient grants Provider an exclusive, irrevocable, royalty-free, worldwide license to use such Work Product.

6. TERM; TERMINATION; SURVIVAL

6.1 Term. This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated as provided herein.

6.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice.

6.3 Survival. The obligations of Recipient under Sections 1, 2, 5, 8 and any other provision necessary to effectuate the intent of this Agreement shall survive termination or expiration of this Agreement.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any other agreement or obligation binding such party.

7.2 Recipient represents and warrants that to the best of its knowledge the Work Product will not infringe any third party intellectual property rights and that Recipient will comply with all applicable laws in performing the Services.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party and its officers, directors and agents (the "Indemnitees") from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of any representation, warranty, covenant or obligation under this Agreement or Indemnitor's gross negligence or willful misconduct.

8.2 Limitation of Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PROVIDER TO RECIPIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. REMEDIES

The parties agree that monetary damages may be inadequate to remedy any actual or threatened breach of the confidentiality or intellectual property provisions of this Agreement and that the non-breaching party shall be entitled to seek injunctive relief, specific performance and any other equitable remedies available in addition to monetary damages.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, sent by nationally recognized overnight courier, or three (3) business days after being deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties at the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

Provider Notices Address

Recipient Notices Address

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its rules on conflicts of law. The parties agree that any action relating to this Agreement shall be brought exclusively in the state or federal courts located within the county of .

12. ENTIRE AGREEMENT; AMENDMENTS; SEVERABILITY; WAIVER; COUNTERPARTS

12.1 Entire Agreement. This Agreement 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.

12.2 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

12.4 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, unless a written waiver is signed by the waiving party.

12.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

13. CERTIFICATION

Each party certifies that the person signing below is duly authorized to execute this Agreement on behalf of such party and that the party will be bound by the terms hereof. Breach of the confidentiality provisions may cause irreparable harm to the disclosing party for which monetary damages would be inadequate and the disclosing party shall be entitled to injunctive relief.

Sign Now