Legal Contents Contract

LEGAL CONTENTS CONTRACT

This Legal Contents Contract (the Agreement) is made and entered into as of the day of , by and between Content Provider: whose principal place of business is , and Licensee: whose principal place of business is .

RECITALS

WHEREAS, Content Provider develops, authors and compiles written legal materials, templates, commentary and related content, including but not limited to articles, practice notes, forms and explanatory materials (collectively, the Contents) for distribution and licensing; and

WHEREAS, Licensee desires to obtain certain rights to use, reproduce and distribute specified Contents, and Content Provider is willing to grant such rights on the terms set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth the parties' respective rights, responsibilities, compensation and warranty undertakings with respect to the development, delivery and licensing of the Contents.

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

1. DEFINITIONS

1.1 "Contents" means the written or electronic legal materials described in Schedule A: Deliverables, including drafts, final documents, and any updates or supplements delivered pursuant to this Agreement. The specific Deliverables to be produced and/or licensed are described in the Deliverables and Schedule A.

1.2 "Confidential Information" means non-public business, technical or financial information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF DELIVERABLES

3. GRANT OF RIGHTS

3.1 Subject to the terms and conditions of this Agreement and receipt of all required payments, Content Provider hereby grants to Licensee a non-exclusive exclusive license to use, reproduce, display, and distribute the Contents described in Schedule A in the following territory: . The license granted herein is limited to the purposes described in Schedule A and does not confer any rights not expressly set forth.

3.2 Licensee shall not sublicense, assign, or transfer rights to third parties except as expressly permitted in writing by Content Provider.

4. OWNERSHIP; WORK MADE FOR HIRE

4.1 Except for the limited license expressly granted in Section 3, Content Provider retains all right, title and interest, including all copyrights and moral rights, in and to the Contents. Nothing in this Agreement shall be construed as an assignment of any ownership rights, except as explicitly set forth herein.

4.2 If any portion of the Contents is designated as a work made for hire, the parties shall indicate such designation here: . To the extent a particular deliverable is not a work made for hire under applicable law, Content Provider hereby assigns to Licensee only such rights as expressly described in Section 3.

5. COMPENSATION AND PAYMENT

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Licensee is responsible for any taxes arising from payments under this Agreement, other than taxes based on Content Provider's net income.

6. CONFIDENTIALITY

Each party shall maintain in confidence Confidential Information of the other party and shall not disclose such information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

7. REPRESENTATIONS AND WARRANTIES

7.1 Content Provider represents and warrants that: (a) Content Provider has full power and authority to enter into this Agreement and to grant the rights granted herein; (b) the Contents, as delivered, will be original to Content Provider and will not infringe the intellectual property or other proprietary rights of any third party; and (c) the Contents will not contain defamatory or unlawful material.

7.2 Licensee represents and warrants that it will use the Contents only in accordance with the terms of this Agreement and applicable law.

8. INDEMNIFICATION

Each party (the Indemnitor) shall indemnify, defend and hold harmless the other party (the Indemnitee) from and against any and all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of its representations, warranties or obligations under this Agreement or its negligent or willful misconduct.

9. LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or gross negligence, or a party's breach of its confidentiality or indemnification obligations, neither party shall be liable to the other for any consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Licensee to Content Provider under this Agreement.

10. TERM AND TERMINATION

10.1 Term: This Agreement shall commence on the Effective Date and continue for a term of unless earlier terminated in accordance with this Section.

10.2 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.

11. NOTICES

Notices shall be deemed given when received by certified mail, commercial courier, or email with confirmation of receipt at the addresses set forth above.

12. ASSIGNMENT; SUBCONTRACTING; AMENDMENT; WAIVER

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger or sale of substantially all its assets. Content Provider may engage subcontractors to perform portions of the work provided that Content Provider remains responsible for performance. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

13. SEVERABILITY; ENTIRE AGREEMENT; GOVERNING LAW

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid, enforceable provision that most closely reflects the parties' original intent.

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

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

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 and the same instrument. Signatures delivered by electronic means shall be binding.

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