Legal CAD Files Agreement

LEGAL CAD FILES AGREEMENT

This Legal CAD Files Agreement ("Agreement") is entered into as of Effective Date: by and between Provider: , a with principal place of business at , and Recipient: , a with principal place of business at .

RECITALS

WHEREAS, Provider is the owner or authorized licensor of certain computer-aided design files, models, drawings and associated documentation related to the project identified as "" (collectively, the "CAD Files");

WHEREAS, Provider has developed proprietary CAD files described as:

WHEREAS, Recipient desires to obtain a license to use the CAD Files for the purposes set forth in this Agreement and Provider is willing to grant such license on the terms and conditions contained herein.

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

1. DEFINITIONS

1.1 "CAD Files" means the digital design files, source files, models, drawings, layers, metadata and any associated Documentation provided by Provider to Recipient under this Agreement.

1.2 "Documentation" means any written specifications, instructions, notes, bills of materials, or other descriptive materials delivered with the CAD Files.

2. LICENSE GRANT

2.1 Subject to the terms and conditions of this Agreement, Provider hereby grants to Recipient a non-exclusive exclusive, non-transferable, non-sublicensable license to use the CAD Files solely for the purpose of within the territory of for the term specified in Section 10.

2.2 Recipient shall not use the CAD Files for any commercial purpose other than the permitted uses set forth in this Agreement and shall not modify, adapt, translate, decompile, disassemble, reverse engineer or create derivative works of the CAD Files except as expressly permitted in writing by Provider.

3. DELIVERY; FILE FORMATS

3.1 Provider shall deliver the CAD Files in the following format(s): by the delivery method and on or before . Delivery shall be deemed complete upon transmission of the files to Recipient or placement in mutually agreed secure file transfer repository.

4. OWNERSHIP

4.1 Provider retains all right, title and interest in and to the CAD Files and Documentation, including all intellectual property rights. Except for the limited license expressly granted herein, no rights, title or interest in or to the CAD Files or Documentation are transferred to Recipient.

5. RESTRICTIONS

5.1 Recipient shall not: (a) sell, rent, lend, sublicense or otherwise distribute the CAD Files except as expressly permitted; (b) remove, obscure or alter proprietary notices or legend on the CAD Files or Documentation; or (c) use the CAD Files in a manner that infringes or violates the rights of any third party.

6. CONFIDENTIALITY

6.1 The CAD Files and Documentation constitute Confidential Information. Recipient shall hold Confidential Information in strict confidence, shall use at least the same degree of care to protect such information as it uses to protect its own confidential information (but in no event less than reasonable care), and shall not disclose Confidential Information to third parties except to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

6.2 The obligations set forth in this Section shall not apply to information that: (a) is or becomes publicly known through no breach by Recipient; (b) was rightfully in Recipient's possession prior to disclosure by Provider; or (c) is independently developed by Recipient without use of Provider's Confidential Information.

7. FEES AND PAYMENT

7.1 In consideration for the license granted herein, Recipient shall pay Provider a license fee of payable within days of invoice.

7.2 Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. All fees are non-refundable except as expressly provided herein.

8. WARRANTIES; DISCLAIMER

8.1 Provider warrants that it has the right to grant the license granted herein. Provider does not warrant that the CAD Files are error-free or suitable for Recipient's intended purpose.

8.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE CAD FILES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Recipient shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Agreement or Recipient's use of the CAD Files in violation of this Agreement.

10. LIMITATION OF LIABILITY

10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 PROVIDER'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. TERM AND TERMINATION

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

11.2 Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of notice specifying the breach.

12. RETURN OR DESTRUCTION

12.1 Upon termination or expiration of this Agreement, Recipient shall promptly cease all use of the CAD Files and, at Provider's option, either return to Provider or destroy all copies of the CAD Files and certify in writing to Provider that such return or destruction has been completed.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the parties at their addresses below. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), sent by nationally recognized overnight carrier, or transmitted by electronic mail with confirmation of receipt.

14. GOVERNING LAW; VENUE

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. The parties agree that the state and federal courts located in that State shall have exclusive jurisdiction over any disputes arising out of this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

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

15.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' intent.

15.3 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

15.4 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be binding and deemed original for all purposes.

16. ADDITIONAL PROVISIONS

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