Fair Use Agreement Template

Fair Use Agreement Template

This Fair Use Agreement ("Agreement") is entered into as of by and between Provider Name: with principal address: and Recipient Name: with principal address: .

RECITALS

WHEREAS, Provider owns or controls certain creative works, recordings, images, data, or other materials described as: (collectively, the "Materials");

WHEREAS, Recipient seeks to use the Materials for purposes that may constitute fair use under applicable law and desires assurances and limitations governing that use; and

WHEREAS, Provider is willing to permit Recipient to use the Materials on the terms set forth herein, without transferring ownership or broader rights beyond the scope expressly granted.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Materials" means the items described above and any associated metadata, source files, or derivatives provided by Provider to Recipient under this Agreement.

1.2 "Permitted Uses" means the limited uses described in Section 3, consisting solely of uses that Recipient reasonably believes to fall within fair use or other applicable exemptions.

2. GRANT OF LIMITED PERMISSION

2.1 Subject to the terms and conditions of this Agreement, Provider hereby grants Recipient a non-exclusive, non-transferable, revocable, limited permission to use the Materials solely for the Permitted Uses set forth herein and for no other purpose. No ownership interest, right of assignment, or right to sublicense is conveyed by this Agreement.

3. PERMITTED USES

3.1 Recipient may use the Materials for the following purposes, provided such use adheres to fair use doctrines and the restrictions of this Agreement: commentary, criticism, scholarly analysis, educational instruction, archival preservation, and limited quotation within a transformative context. Specific intended uses and project descriptions must be provided below:

4. RESTRICTIONS

4.1 Recipient shall not, without Provider's prior written consent: (a) use the Materials for commercial exploitation beyond the scope of the Permitted Uses; (b) sublicense, transfer, sell, or otherwise grant rights in the Materials to any third party; (c) remove or alter any copyright, trademark, or other proprietary notices; or (d) use the Materials in a manner that would reasonably be expected to harm Provider's reputation or that violates applicable law.

4.2 Recipient will employ reasonable measures to ensure that any use of the Materials that includes third-party distribution remains within the bounds of fair use and does not expose Provider to liability from infringement claims resulting from Recipient's misuse.

5. ATTRIBUTION

5.1 Recipient shall provide attribution to Provider in the following form unless otherwise agreed in writing:

5.2 Placement of attribution shall be reasonably visible in connection with the Permitted Uses and shall not be altered in a manner that deceives or misleads as to authorship or ownership.

6. TERM AND TERMINATION

6.1 This Agreement commences on the date set forth above and continues until terminated by either party as provided herein.

6.2 Provider may terminate this Agreement immediately upon written notice if Recipient materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days of receiving notice.

6.3 Upon termination, Recipient shall cease all uses of the Materials that are not otherwise permissible by law and shall, at Provider's election, return or destroy all copies of the Materials in Recipient's possession and certify such destruction in writing.

7. REPRESENTATIONS AND WARRANTIES

7.1 Provider represents and warrants that, to Provider's knowledge, Provider has the right to grant the limited permission set forth in this Agreement and that use of the Materials by Recipient in accordance with the terms of this Agreement will not infringe the rights of any third party.

7.2 Recipient represents and warrants that it will use the Materials only as permitted by this Agreement and will not knowingly exceed fair use boundaries or otherwise engage in use that would expose Provider to third-party claims. Recipient further warrants that it will comply with all applicable laws in its use of the Materials.

8. INDEMNIFICATION

8.1 Recipient shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Recipient's breach of this Agreement, misuse of the Materials, or claims by third parties relating to Recipient's use of the Materials beyond the Permitted Uses.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR RECIPIENT'S OBLIGATIONS UNDER SECTION 8 OR FOR LIABILITY RESULTING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. CONFIDENTIALITY

10.1 If any Materials are identified by Provider as confidential at the time of disclosure, Recipient shall treat such Materials as Confidential Information and shall not disclose Confidential Information to any third party except as expressly permitted by Provider or required by law. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

11. NOTICES

All notices, requests, demands, and other communications under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice in accordance with this Section):

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

12.2 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 transmitted by electronic means shall be binding.

13. 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.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, concerning that subject matter.

14.2 If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed only to the minimum extent necessary to make it enforceable.

15. MISCELLANEOUS

15.1 Relationship of the Parties. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

15.2 Survival. Sections 4, 5, 7, 8, 9, 10, 14, and this Section 15 shall survive termination or expiration of this Agreement.

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