Legal Alpha Wave II Agreement

Legal Alpha Wave II Agreement

This Legal Alpha Wave II Agreement ("Agreement") is entered into as of Date: by and between Provider Name: , entity type: Corporation LLC Individual, principal place of business at ; and Recipient Name: , entity type: Corporation LLC Individual, principal place of business at .

Recitals

WHEREAS, Provider is the owner and developer of certain proprietary software, algorithms, documentation and related materials collectively referred to herein as "Alpha Wave II" and described as:

WHEREAS, Recipient desires to obtain from Provider a limited license to use Alpha Wave II and to obtain related professional services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to grant such license and provide such services under the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Definitions

1.1 "Confidential Information" means all non-public business, technical, and financial information disclosed by a party to the other, whether disclosed orally, in writing, or by inspection, including but not limited to source code, algorithms, machine learning models, training data, business plans and customer lists.

1.2 "Licensed Materials" means the Alpha Wave II software, related documentation, and any updates or modifications provided by Provider under this Agreement.

2. License Grant

2.1 Subject to the terms and conditions of this Agreement, Provider hereby grants Recipient a non-exclusive, non-transferable, non-sublicensable license to use the Licensed Materials solely for Recipient's internal business purposes during the Term within the following territory:

2.2 Recipient shall not: (a) copy or distribute the Licensed Materials except as permitted herein; (b) reverse engineer, decompile or disassemble the Licensed Materials except to the extent expressly permitted by applicable law; or (c) remove or alter any proprietary notices.

3. Services

3.1 Provider shall provide professional services described in the Scope of Services attached hereto or described below. The parties may include a more detailed statement of work where applicable.

4. Fees and Payment

4.1 Recipient shall pay Provider fees in accordance with the payment schedule below. Fees are exclusive of taxes, which Recipient shall pay where required by law.

5. Term and Termination

5.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated in accordance with this Section.

5.2 Termination for Cause. Either party may terminate this Agreement 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.

5.3 Effect of Termination. Upon expiration or termination, Recipient shall cease use of the Licensed Materials, return or destroy Confidential Information and certify in writing compliance within thirty (30) days.

6. Confidentiality

6.1 Each party agrees to hold Confidential Information of the other party in strict confidence and not to disclose such information to any third party except as necessary to perform its obligations under this Agreement and pursuant to appropriate confidentiality obligations.

6.2 Confidentiality obligations shall survive termination for a period of five (5) years, except that trade secrets remain protected for so long as they qualify as trade secrets.

7. Intellectual Property

7.1 Ownership. Provider retains all right, title and interest in and to the Licensed Materials and all intellectual property rights therein. Recipient acquires no ownership rights under this Agreement.

7.2 Feedback. Any feedback, suggestions or improvements provided by Recipient concerning the Licensed Materials shall be deemed Provider's Confidential Information and Provider shall have a perpetual, royalty-free, worldwide right to use such feedback.

8. Representations and Warranties

8.1 Mutual Authority. Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Provider Warranty. Provider warrants that it has sufficient rights to grant the license specified herein and that the Licensed Materials will materially conform to documentation provided by Provider at the time of delivery. Recipient's sole and exclusive remedy for breach of this warranty shall be re-performance or, if Provider cannot remedy the breach within a reasonable period, termination of the Agreement and refund of prepaid fees attributable to the unperformed portion.

9. Indemnification

9.1 Provider Indemnity. Provider shall indemnify and hold Recipient harmless from and against any third-party claim that the Licensed Materials infringe a valid issued patent, copyright or trademark of such third party, provided Provider is promptly notified in writing and given control of the defense and settlement, and Recipient cooperates in the defense.

9.2 Remedies. If an infringement claim is made, Provider may, at its option and expense, obtain the right to continue Recipient's use, replace or modify the Licensed Materials to make them non-infringing, or terminate the Agreement and reimburse fees for the unused portion.

10. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY RECIPIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Notices

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

12. Amendment; Waiver

Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. The waiver of any breach shall not constitute a waiver of any subsequent breach.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles.

14. 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, proposals and communications, whether oral or written.

15. Severability

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 to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent of the parties.

16. Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF or facsimile) shall be effective as original signatures.

Sign Now