Legal Android Essentials Agreement

Legal Android Essentials Agreement

This Legal Android Essentials Agreement ("Agreement") is entered into as of by and between ("Licensor") and ("Licensee"). The Licensor and Licensee are collectively referred to as the "Parties" and individually as a "Party."

Recitals

WHEREAS, Licensor has developed or controls certain software components, libraries, documentation and technical materials related to Android platform essentials, including but not limited to APIs, sample code, configuration scripts, and developer guidance (collectively, "Android Essentials");

WHEREAS, Licensee desires to obtain a limited license to use Android Essentials to develop, test and distribute Licensee's mobile applications in accordance with the terms set forth herein; and

WHEREAS, Licensor is willing to grant such a license upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

1. License Grant

1.1 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use Android Essentials solely for the purpose of developing, testing, compiling and distributing Licensee's Android applications in object code form to end users (the "License"). The License does not permit sublicensing except as expressly permitted in writing by Licensor.

1.2 Restrictions. Licensee shall not (a) copy or distribute Android Essentials except as embedded in Licensee's authorized applications; (b) reverse engineer, decompile, disassemble, or attempt to derive source code from any component of Android Essentials, except to the extent expressly permitted by applicable law; (c) remove or alter any proprietary notices; or (d) use Android Essentials to develop software that competes with Licensor's core distribution of Android Essentials.

2. Deliverables; Support

2.1 Support. Licensor may provide, at its discretion and subject to a separate statement of work or support schedule, updates, patches and technical assistance for Android Essentials. Any agreed support obligations shall be set forth in an addendum and, unless so agreed, Licensor has no obligation to provide ongoing maintenance.

3. Fees and Payment

3.1 Payment Terms. Licensee shall pay all fees in accordance with an invoice issued by Licensor. Payments are due within thirty (30) days of invoice unless otherwise agreed. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. Confidentiality

4.1 Definition. "Confidential Information" means non-public information disclosed by a Party 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, including technical data, formulas, designs, specifications, source code, business plans and customer information relating to Android Essentials.

4.2 Obligations. Each Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein; and (c) use Confidential Information solely for the purposes of performing under this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

5. Intellectual Property

5.1 Ownership. Licensor retains all right, title and interest in and to Android Essentials, including all intellectual property rights therein. No ownership rights are transferred by this Agreement. Licensee retains ownership of Licensee's own applications and any additions authored solely by Licensee.

5.2 Feedback. Any feedback, suggestions or improvements provided by Licensee relating to Android Essentials may be used by Licensor without restriction and Licensee hereby assigns any such rights to Licensor.

6. Warranties; Disclaimer

6.1 Limited Warranty. Licensor warrants that, for a period of sixty (60) days from delivery, the unmodified Android Essentials will materially conform to the documentation delivered with the components. Licensee's sole remedy and Licensor's sole obligation for breach of this warranty shall be, at Licensor's option, to repair or replace the nonconforming components or to refund fees paid for the applicable components.

6.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

7. Limitation of Liability

7.1 Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Cap. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Indemnification

8.1 By Licensee. Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from (a) Licensee's use or distribution of Licensee's applications incorporating Android Essentials in breach of this Agreement; or (b) Licensee's negligence or willful misconduct.

8.2 Procedure. The indemnified Party shall promptly notify the indemnifying Party of any claim and allow the indemnifying Party to control the defense and settlement, provided that the indemnified Party may participate at its own expense and that the indemnifying Party shall not settle any claim that admits fault or imposes obligations on the indemnified Party without its consent.

9. Term and Termination

9.1 Term. This Agreement shall commence on the effective date specified above and shall continue for an initial period of unless earlier terminated in accordance with this Agreement.

9.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

9.3 Effect of Termination. Upon termination, Licensee shall cease all use of Android Essentials and, at Licensor's option, destroy or return all copies. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, Entire Agreement and any payment obligations accrued prior to termination shall survive termination.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, overnight courier, or personal delivery, and shall be deemed given upon receipt.

11. Amendments; Waiver; Counterparts

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

11.2 Waiver. The failure of either Party to enforce any right shall not constitute a waiver of that right or any other right.

11.3 Counterparts and Electronic Signature. This Agreement may be executed in counterparts, each of which shall be deemed an original, and signatures delivered by electronic means shall be binding.

12. Governing Law; Entire Agreement; Severability

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties:

12.2 Entire Agreement. This Agreement, together with any exhibits or addenda expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior understandings, negotiations and agreements, whether written or oral.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

Miscellaneous

13.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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

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