Legal Clearance Agreement

LEGAL CLEARANCE AGREEMENT

This Legal Clearance Agreement (the "Agreement") is entered into as of Effective Date: by and between Clearing Party: , entity type: , with principal place of business at ; and Recipient: , entity type: , with principal place of business at .

RECITALS

WHEREAS, Clearing Party has developed or controls certain Materials, including intellectual property, documentation, data and related work product for which Recipient seeks a legal clearance for specified uses (the "Materials");

WHEREAS, Recipient intends to use the Materials for the purposes described below and requires a representation and limited clearance from Clearing Party to proceed with such use;

WHEREAS, the Parties desire to set forth the scope, limitations and remedies relating to Clearing Party's clearance and any related representations and warranties;

NOW, THEREFORE, in consideration of the mutual covenants 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 "Materials" means the tangible and intangible items described as follows:

1.2 "Permitted Uses" means the uses of the Materials by Recipient limited to:

1.3 "Territory" means the geographic area in which the clearance applies:

2. GRANT OF CLEARANCE

2.1 Subject to the terms and limitations of this Agreement, Clearing Party hereby represents and warrants that, to the best of its knowledge after reasonable inquiry, the Materials as delivered to Recipient do not infringe any third party's issued patents, registered copyrights, or registered trademarks and are free of any encumbrances that would prohibit the Permitted Uses in the Territory for a period of months from the Effective Date.

2.2 The clearance granted is limited to the Permitted Uses and the Territory and does not constitute a license of any patent, trademark, trade secret or other intellectual property right beyond the rights expressly granted in this Agreement.

3. REPRESENTATIONS AND WARRANTIES

3.1 Clearing Party represents and warrants that it has the full right, power and authority to grant the clearance set forth herein and that there are no pending lawsuits or written claims known to Clearing Party which would reasonably be expected to impair the clearance for the Permitted Uses.

3.2 Recipient represents that it will use the Materials only for the Permitted Uses and in compliance with applicable law and industry standards. Recipient shall not alter, sublicense or transfer the Materials except as expressly permitted in writing by Clearing Party.

4. EXCLUSIONS, LIMITATIONS AND DISCLAIMERS

4.1 THE WARRANTIES IN THIS AGREEMENT ARE EXCLUSIVE. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTION 3, THE MATERIALS ARE PROVIDED "AS IS" AND CLEARING PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

4.2 The clearance does not apply to any combination of the Materials with third-party products, modifications made by Recipient, or uses beyond the Permitted Uses.

5. INDEMNIFICATION

5.1 Clearing Party shall indemnify, defend and hold Recipient harmless from and against any damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) finally awarded against Recipient arising from a third party claim that, as of the Effective Date, the Materials as delivered and used in accordance with the Permitted Uses infringe a third party's issued patents, registered copyrights, or registered trademarks, provided that Recipient (a) gives prompt written notice of the claim to Clearing Party, (b) permits Clearing Party to control the defense and settlement of the claim, and (c) reasonably cooperates with Clearing Party at Clearing Party's expense.

5.2 Recipient shall indemnify, defend and hold Clearing Party harmless from and against any damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from Recipient's use of the Materials outside the Permitted Uses, use in a modified form for which no clearance was provided, or any breach of Recipient's representations or obligations under this Agreement.

6. TERM AND TERMINATION

6.1 This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Section, shall continue for the duration of the clearance period specified in Section 2.1.

6.2 Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice of the breach.

7. CONFIDENTIALITY

7.1 The Parties acknowledge that certain Materials and related information may be confidential. Recipient agrees to maintain the confidentiality of any Materials designated in writing as confidential by Clearing Party and to use such Materials solely for the Permitted Uses, except as required by law.

7.2 Confidentiality obligations shall survive termination of this Agreement for a period of years.

8. NOTICES

Notices to Clearing Party

Notices to Recipient

All notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or such other address as either Party may designate in writing.

9. AMENDMENTS; WAIVER

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 shall operate as a waiver of that right.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. COUNTERPARTS AND EXECUTION

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. Facsimile, electronic image or other electronic signatures shall be deemed original signatures for all purposes.

Each person signing below represents and warrants that he or she has full authority to execute this Agreement on behalf of the Party for whom he or she signs.

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