Legal BXK Agreement

LEGAL BXK AGREEMENT

This Legal BXK Agreement ("Agreement") is entered into as of , (the "Effective Date"), by and between Party A Name: , an entity organized as with principal place of business at (hereinafter "Party A"), and Party B Name: , an entity organized as with principal place of business at (hereinafter "Party B"). Party A and Party B are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Party A has developed certain proprietary technology, processes, documentation and related materials described herein as "BXK Technology" and has the right to license or convey limited rights in such technology;

WHEREAS, Party B desires to obtain from Party A certain rights to use, integrate, or receive services related to BXK Technology, and Party A is willing to grant such rights subject to the terms and conditions of this Agreement;

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the BXK Technology, deliverables, fees, confidentiality, and allocation of intellectual property created under this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, 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 "BXK Technology" means the software, tools, algorithms, designs, specifications, documentation and other technology owned or controlled by Party A and identified in Exhibit A, including any updates or modifications provided under this Agreement.

1.2 "Deliverables" means the tangible or intangible work product, customizations, reports or other materials that Party A delivers to Party B under this Agreement.

2. LICENSE AND SCOPE

2.1 Grant. Subject to the terms and conditions of this Agreement, Party A hereby grants to Party B a non-exclusive, non-transferable, revocable license to use the BXK Technology solely for the purposes set forth in the Scope of Work. The license granted does not permit sublicensing except as expressly agreed in writing.

2.2 Restrictions. Party B shall not (a) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the BXK Technology; (b) remove or alter proprietary notices; or (c) use the BXK Technology to provide competing products or services.

3. TERM

3.1 Initial Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with Section 10.

3.2 Renewal. This Agreement shall automatically renew for successive one (1) year terms unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

4. FEES AND PAYMENT

4.1 Fees. In consideration for the rights and services under this Agreement, Party B shall pay Party A the fees set forth in this Section. The initial fee shall be (USD).

All invoices are due and payable within days of receipt. Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Payment shall be made to the remittance address specified in the Notices section.

5. CONFIDENTIALITY

5.1 Each Party agrees that information disclosed by one Party to the other 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") shall be held in confidence and used solely for the purposes of performing obligations under this Agreement.

5.2 The obligations in this Section shall continue for a period of years after termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Preexisting IP. Each Party retains all right, title and interest in and to its preexisting intellectual property and technology.

6.2 Assignment. Unless otherwise expressly agreed in writing, Parties shall assign to the receiving Party only those rights expressly required for the receiving Party to use the Deliverables as contemplated by this Agreement. Any third-party components included in Deliverables shall be governed by their respective licenses.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution and performance will not violate any agreement with any third party.

7.2 Limited Warranty. Party A warrants that for a period of ninety (90) days following delivery of any Deliverable, such Deliverable will materially conform to the specifications agreed in the Scope of Work. Party A's sole obligation under this warranty shall be, at its option, to repair or replace the nonconforming Deliverable or to refund fees paid for the nonconforming portion.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE BXK TECHNOLOGY AND DELIVERABLES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Indemnification by Party A. Party A shall defend, indemnify and hold harmless Party B from and against any third-party claim arising out of an allegation that the BXK Technology, as delivered by Party A, infringes a third party's issued United States patent, copyright or trademark, provided Party B (a) promptly notifies Party A in writing of the claim, (b) gives Party A sole control of the defense and settlement, and (c) cooperates reasonably in the defense.

8.2 Indemnification by Party B. Party B shall indemnify and hold Party A harmless from any claim arising from (a) Party B's misuse of the BXK Technology, (b) Party B's violation of law, or (c) Party B-provided content or materials.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or indemnification obligations, neither Party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, including lost profits, even if advised of the possibility of such damages.

9.2 Cap on Liability. Except for liability for indemnification, breach of confidentiality or willful misconduct, each Party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees actually paid by Party B to Party A under this Agreement in the twelve (12) months preceding the claim or , whichever is greater.

10. TERMINATION

10.1 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 specifying the breach.

10.2 Effect of Termination. Upon termination, Party B shall cease all use of the BXK Technology and, where applicable, return or destroy confidential materials of Party A. Termination shall not relieve either Party of obligations accrued prior to termination.

11. NOTICES

Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, certified or registered, postage prepaid, to the addresses set forth above or such other address as a Party may designate by notice.

12. AMENDMENTS; WAIVER

12.1 This Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both Parties.

12.2 No waiver of any provision shall be effective unless in writing and signed by the Party against whom enforcement is sought. Failure or delay to enforce any provision shall not constitute a waiver of future enforcement.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

13.1 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 transmission shall be binding.

14. 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.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement, together with any exhibits and schedules expressly incorporated herein, 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 written or oral.

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

Sign Now