Legal Client Stories Agreement

Legal Client Stories Agreement

This Legal Client Stories Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Provider Name: ("Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider develops, publishes and distributes client testimonials, case studies, and marketing narratives describing Provider services and Client outcomes (collectively, "Client Stories"); and

WHEREAS, Client is willing to provide Provider with Client's story, statements, and certain materials describing Client's experience for use in Client Stories, subject to the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth the scope of rights granted, the process for approval and redaction, and the respective obligations and protections of the Parties.

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 "Client Story" means the narrative, testimonial, interview, written statement, audio, video, photographs, and any derivative materials created by or for Provider that incorporate Client-provided content or Client's name, likeness or performance.

1.2 "Confidential Information" means non-public information designated in writing as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, excluding information that is or becomes publicly known through no wrongful act of Provider.

2. GRANT OF RIGHTS

2.1 License. Client hereby grants to Provider a perpetual, worldwide, royalty-free, non-exclusive license to record, reproduce, distribute, publish, display, perform, and otherwise use the Client Story in all media now known or hereafter developed for Provider's marketing, promotional, sales and educational purposes, subject to the restrictions in this Agreement. If the Parties agree that the license is exclusive, indicate selection: Exclusive license Non-exclusive license

2.2 Rights to Edit. Provider may edit, adapt, and create derivative works of the Client Story for length, format, and clarity, provided that edits do not materially alter the substance of Client's statements without Client's prior written consent as set forth in Section 3.

3. CONTENT, APPROVAL AND REDACTION

3.1 Client Story Submission. Client shall submit the Client Story in the form set forth below. Client confirms that all statements therein are true to the best of Client's knowledge.

3.2 Approval Process. Provider will submit a proposed edit of the Client Story to Client for review. Client shall provide approval or request redactions within calendar days of receipt. If Client fails to respond within that period, Provider may proceed with the proposed edit.

3.3 Redaction and Anonymity. Client may elect to have identifying information redacted. Select preference: Permit use of legal name Use initials only Remain anonymous

4. COMPENSATION

4.1 Consideration. As full consideration for the rights granted herein, Provider shall pay Client the amount set forth below, or otherwise provide consideration as described. If no monetary compensation, indicate "none" and describe alternative consideration.

5. CONFIDENTIALITY AND LIMITED USE

5.1 Provider shall not disclose Confidential Information received from Client except as reasonably necessary to exercise the rights granted in this Agreement or as required by law. Provider will treat information that Client designates as confidential as Confidential Information for a period of three (3) years from disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

5.2 Notwithstanding the foregoing, information that is independently developed by Provider or that becomes public through no breach of this Agreement is not Confidential Information.

6. REPRESENTATIONS, WARRANTIES AND RELEASE

6.1 Client represents and warrants that Client has full authority to grant the rights granted herein, that the Client Story does not infringe any third party rights, and that no additional consents are required from any third party for the uses contemplated by this Agreement.

6.2 Client hereby releases Provider and its affiliates and agents from any claims, liabilities or demands arising out of Provider's lawful exercise of the rights granted under this Agreement, including claims for defamation, invasion of privacy, or infringement of moral rights, to the extent permitted by applicable law.

7. TERM, TERMINATION AND SURVIVAL

7.1 Term. This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Section 7, shall continue perpetually with respect to uses permitted by Section 2.

7.2 Termination for Material Breach. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice describing the breach. Termination shall not affect Provider's rights to use Client Stories already published prior to termination where such uses were made in reliance on rights granted under this Agreement and prior approvals.

7.3 Survival. Sections 2, 4, 5, 6, 8, 9 and this Section 7 shall survive termination or expiration of this Agreement.

8. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any third-party claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from Client's breach of any representation, warranty or covenant in this Agreement or any claim that the Client Story infringes any intellectual property or privacy right of a third party.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws specified by the Parties' selection below. Governing jurisdiction state/territory:

9.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, or communications relating thereto.

9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid enforceable provision that most closely reflects the Parties' original intent.

10. NOTICES

Notices required under this Agreement shall be in writing and delivered to the addresses provided below. Notices shall be deemed given upon personal delivery, confirmed facsimile or email with confirmation, or three (3) business days after deposit with a nationally recognized overnight courier.

11. AMENDMENTS; WAIVER; COUNTERPARTS; ASSIGNMENT

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

11.2 Waiver. No waiver of any provision or breach shall be effective unless in writing and signed by the Party against whom the waiver is asserted.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, and together shall constitute one and the same instrument.

11.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets without Client's consent.

12. MISCELLANEOUS PROVISIONS

12.1 Publicity. Client grants Provider the right to identify Client as a customer and to use Client's name, logo and Client Story in Provider marketing materials as permitted by Client's consent selections above.

12.2 No Obligation to Use. Nothing in this Agreement obligates Provider to use, publish or otherwise exploit any Client Story.

12.3 Remedies. Except as otherwise provided, remedies under this Agreement are cumulative and in addition to any other remedies available at law or in equity.

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