Legal Contract Guide

LEGAL CONTRACT GUIDE

This Legal Contract Guide Agreement (the Agreement) is made and entered into on Effective Date: by and between Provider Name: whose principal place of business or residence is at and Recipient Name: whose principal place of business or residence is at .

RECITALS

WHEREAS, Provider develops, maintains and distributes a compilation of contract templates, explanatory notes, drafting guidance and best-practice clauses (the Guide) intended to assist legal drafters and contracting parties in preparing bilateral or multilateral agreements; and

WHEREAS, Recipient desires to obtain non-exclusive rights to use the Guide for internal drafting, review and training purposes, subject to the restrictions and terms set forth in this Agreement; and

WHEREAS, Provider and Recipient wish to set forth their respective rights, obligations and limitations with respect to the use, distribution and modification of the Guide.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms have the meanings set forth below:

1.1 "Guide" means the written materials, templates, checklists, commentary and sample clauses identified in Exhibit A and any updates or errata provided by Provider pursuant to this Agreement.

1.2 "Confidential Information" means non-public materials, data, or information disclosed by one party to the other concerning the Guide or the business of the disclosing party that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

2. LICENSE GRANT

2.1 Subject to the terms and conditions of this Agreement, Provider hereby grants Recipient a non-exclusive, non-transferable, revocable license to use the Guide for Recipient's internal drafting, training and reference purposes only. Recipient shall not distribute, sublicense, publish, or make the Guide available to third parties except as expressly permitted in writing by Provider.

2.2 Recipient may make a reasonable number of internal copies of the Guide for authorized employees and contractors provided that all copies retain Provider's proprietary notices and attribution.

3. RESTRICTIONS

Recipient shall not (a) modify the Guide and present it as Provider's original work; (b) remove or alter any copyright, trademark or other proprietary notices; (c) use the Guide to provide a competing product or service to third parties; or (d) reverse engineer, decompile or otherwise attempt to derive source content beyond the express text and commentary provided.

4. CONFIDENTIALITY

4.1 Each party agrees to maintain the confidentiality of the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event with less than reasonable care.

4.2 The obligations in this Section shall not apply to information that (a) was known to the receiving party prior to disclosure; (b) becomes publicly available without breach of this Agreement; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed by the receiving party.

5. INTELLECTUAL PROPERTY

5.1 Provider retains all right, title and interest in and to the Guide, including all copyrights, trade dress and other intellectual property rights. No rights are granted except as expressly set forth in this Agreement.

6. TERM AND TERMINATION

6.1 Term. This Agreement commences on the Effective Date and continues for a period of unless earlier terminated as provided herein.

6.2 Termination for Convenience. Either party may terminate this Agreement upon providing days' written notice to the other party.

6.3 Effect of Termination. Upon termination, Recipient shall cease use of the Guide and promptly return or certify destruction of all copies of the Guide in its possession, except that Recipient may retain one archival copy solely for the purpose of satisfying any remaining contractual obligations, subject to the confidentiality obligations herein.

7. FEES AND PAYMENT

7.1 Fees. In consideration for the license granted herein, Recipient shall pay Provider the fee of .

7.2 Payment Terms. Unless otherwise agreed in writing, payments are due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

8. WARRANTIES; DISCLAIMER

8.1 Provider warrants that it has the right to grant the license set forth in this Agreement. Provider further warrants that the Guide as delivered will materially conform to the descriptions set forth in Exhibit A.

8.2 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8.1, THE GUIDE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. RECIPIENT ACKNOWLEDGES THAT THE GUIDE IS GENERAL DRAFTING GUIDANCE AND NOT A SUBSTITUTE FOR LEGAL ADVICE.

9. LIMITATION OF LIABILITY; INDEMNITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Provider's AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.3 Indemnity. Recipient shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Recipient's unauthorized use, distribution or modification of the Guide or any representations made by Recipient to third parties that attribute authorship to Provider other than as provided herein.

10. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

11. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of future enforcement of that or any other provision.

12. 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 deemed to be original signatures.

13. GOVERNING LAW

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. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, including any exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

EXHIBIT A — GUIDE DESCRIPTION

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