Legal CLOA Document

Legal CLOA Document

This CLOA (Confidentiality, License and Ownership Agreement) is made and entered into as of by and between Client Name: having its principal place of business at (hereinafter "Client"), and Provider Name: having its principal place of business at (hereinafter "Provider"). Client and Provider are individually a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider has developed certain proprietary technology, materials, data, designs and know-how described in Exhibit A attached hereto and incorporated by reference (the "Materials"); and

WHEREAS, Client desires a limited license to use certain Materials and Provider desires to disclose Confidential Information to Client subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to set forth their respective rights and obligations with respect to confidentiality, license grants, ownership and assignment of intellectual property as between them.

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

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information disclosed by a Disclosing Party to the Receiving Party, whether oral, written or electronic, 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 business plans, technical data, product designs, software, algorithms, trade secrets and pricing.

1.2 "Materials" means the deliverables, documentation, software, designs, data and other works described in Exhibit A and any derivative works created under this Agreement.

2. LICENSE GRANT

2.1 Subject to the terms and conditions of this Agreement, Provider hereby grants to Client a non-exclusive, non-transferable, revocable license to use the Materials solely for the purposes described in the Scope of Use below and for the Term specified in Section 8. Client shall not sublicense, assign or otherwise transfer the license without Provider's prior written consent.

3. CONFIDENTIALITY

3.1 The Receiving Party shall (a) use Confidential Information only for the purposes of performing its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

3.2 The obligations in this Section shall not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is lawfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

4. OWNERSHIP; ASSIGNMENT

4.1 Except for the limited license expressly granted herein, Provider retains all right, title and interest in and to the Materials, including all intellectual property rights therein. Nothing in this Agreement shall operate as an assignment or transfer of title to Provider's intellectual property, and Client acquires no ownership rights in the Materials.

4.2 Client shall promptly disclose to Provider any inventions, improvements or derivative works created by Client that are based on or incorporate the Materials. To the extent any such work is or becomes subject to ownership claims by Client, Client hereby assigns and agrees to assign such rights to Provider and to execute instruments reasonably necessary to effectuate such assignment.

5. CONSIDERATION

5.1 All fees are exclusive of taxes. Client shall pay undisputed amounts within the period set forth above. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further represents that, to its knowledge, the Materials do not infringe any third party intellectual property rights.

6.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE MATERIALS ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of third party claims to the extent resulting from the Indemnifying Party's breach of this Agreement, negligence or willful misconduct.

7.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. TERM AND TERMINATION

8.1 This Agreement commences on the Effective Date and continues for an initial term of unless earlier terminated as provided herein.

8.2 Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within thirty (30) days after written notice specifying the breach. Upon termination, Client shall cease use of the Materials and shall return or destroy all Confidential Information of Provider and certify such destruction in writing.

9. NOTICES

All notices, requests and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice in accordance with this Section.

10. AMENDMENT; WAIVER

10.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties below without regard to conflict of law principles.

12. ENTIRE AGREEMENT

This Agreement, including any exhibits attached hereto, 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 oral or written.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a replacement provision that most nearly effects the Parties' original intent.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

MISCELLANEOUS

The Parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality or ownership provisions of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief, specific performance and other equitable remedies in addition to any other remedies available at law or in equity.

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