Content Removal Agreement

CONTENT REMOVAL AGREEMENT

This Content Removal Agreement ("Agreement") is entered into by and between the parties identified below as of the Effective Date. The parties desire to set forth the terms under which specified content will be removed, suppressed, or otherwise addressed.

Parties

Recitals

WHEREAS, Requester represents that certain content described below infringes Requester’s rights or otherwise should be removed pursuant to applicable law or by agreement between the parties; and

WHEREAS, Service Provider operates, controls or has the ability to remove, disable access to, or otherwise mitigate the specified content and is willing to perform removal services under the terms of this Agreement; and

WHEREAS, the parties seek to define the scope, payment, confidentiality, and other terms governing the removal services.

Definitions

For purposes of this Agreement, "Content" means the specific materials identified in the Scope of Work that Requester requests be removed, suppressed, or restricted. "Removal Action" means the acts taken by Service Provider to render the Content inaccessible or otherwise mitigate its public availability as described in the Scope of Work.

Scope of Work

Payment Terms

Requester agrees to pay Service Provider the fees specified below in consideration for the Removal Action. Fees exclude taxes unless otherwise required by law.

Term and Termination

This Agreement begins on the Start Date and continues until the End Date or until earlier termination as set forth below.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve Requester of payment obligations for Services performed prior to termination.

Confidentiality

Each party shall keep confidential all non-public materials, information and terms exchanged in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the receiving party's possession without restriction prior to receipt from the disclosing party; or (c) is required to be disclosed by law or court order, provided the disclosing party gives prompt notice to the other and cooperates in any lawful effort to limit disclosure.

Recipient shall use Confidential Information solely to perform obligations under this Agreement and shall not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Representations, Warranties and Indemnification

Requester represents and warrants that Requester is authorized to seek removal of the Content and that the requested removal does not violate any third-party rights or agreements. Service Provider represents that it will perform Removal Actions in a commercially reasonable manner consistent with industry practice.

Requester shall indemnify, defend and hold harmless Service Provider from any claims, losses, liabilities, damages, costs and expenses (including reasonable attorney's fees) arising out of Requester's breach of its representations or any claim by a third party arising from the removal request. Service Provider shall indemnify Requester for damages caused by Service Provider's gross negligence or willful misconduct in performing Removal Actions.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by the substantive laws of the state identified below without regard to its conflicts of law principles. The parties agree to attempt to resolve disputes in good faith through negotiation prior to initiating legal proceedings.

Entire Agreement; Amendment

This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision is held invalid, the remainder of the Agreement shall continue in full force and effect.

Execution

The parties have caused this Agreement to be executed by their duly authorized representatives as of the dates set forth below.

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