Legal Corrosionpedia Agreement

Legal Corrosionpedia Agreement

This Legal Corrosionpedia Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: , with principal place of business at Address: , and Client Name: , with principal place of business at Address: .

RECITALS

WHEREAS, Provider operates and maintains a repository of technical content, analysis, and editorial material relating to corrosion science and industry practices (the "Corrosionpedia Content"); and

WHEREAS, Client desires to obtain a limited license to use certain Corrosionpedia Content for Client's internal business purposes or as otherwise set forth in this Agreement; and

WHEREAS, Provider is willing to grant such rights to Client on the terms and conditions set forth below.

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

1. DEFINITIONS

1.1 "Content" means the Corrosionpedia Content to be made available to Client under this Agreement, including articles, technical reports, images, databases, and any updates or derivatives provided by Provider.

1.2 "Territory" means the geographic area in which Client is authorized to use the Content:

1.3 "Permitted Use" means Client's use of the Content as expressly authorized in Section 2 of 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 during the Term to access and use the Content solely for the Permitted Use and within the Territory. Client shall not sublicence, assign, or otherwise transfer the license without the prior written consent of Provider.

2.2 Permitted Use: Client may use the Content for internal training, technical reference, and incorporation into Client's internal reports, provided that each use reproduces Provider's copyright and attribution legend and does not create a derivative work distributed outside Client's organization without Provider's prior written consent.

3. RESTRICTIONS

3.1 Client shall not (a) remove or alter any proprietary notices on the Content; (b) reverse engineer, disassemble, or decompile any Content provided in machine-readable form; (c) use the Content for productizing, reselling, or making the Content available to third parties except as expressly permitted in writing; or (d) misrepresent Provider's affiliation with or endorsement of Client or Client's products.

4. FEES AND PAYMENT

4.1 In consideration for the license granted herein, Client shall pay Provider the Fees in the amount of per .

4.2 All amounts are due within days of invoice. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by applicable law.

5. CONFIDENTIALITY

5.1 For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

5.2 Each party shall (a) protect Confidential Information of the other party with the same standard of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only to exercise its rights and perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations consistent with this Agreement.

6. INTELLECTUAL PROPERTY

6.1 Provider retains all right, title, and interest in and to the Content and all intellectual property rights therein. No ownership rights are transferred to Client except for the limited license expressly granted in Section 2.

6.2 Client shall promptly notify Provider of any claim or assertion by a third party that the use of the Content infringes any intellectual property right, and shall allow Provider to assume the defense of such claim at Provider's sole cost and control, provided that Provider shall not settle any claim that imposes obligations on Client without Client's prior written consent.

7. WARRANTIES; DISCLAIMER

7.1 Provider warrants that it has the right to grant the license granted under this Agreement. Other than the foregoing, the Content is provided "AS IS" and Provider disclaims all other warranties, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

9. TERM AND TERMINATION

9.1 Term: This Agreement shall commence on the Effective Date and continue for a period of (the "Term"), unless earlier terminated in accordance with this Section.

9.2 Termination for Cause: 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 written notice specifying the breach.

9.3 Effect of Termination: Upon expiration or termination, Client shall immediately cease all use of the Content, delete or return any Confidential Information as directed by Provider, and pay all outstanding Fees accrued through the effective date of termination.

10. INDEMNIFICATION

10.1 Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, misuse of the Content, or incorporation of the Content into Client products or services in violation of this Agreement.

11. NOTICES

Notices under this Agreement shall be in writing and shall be effective upon personal delivery, confirmed delivery by nationally recognized overnight courier, or three (3) business days after deposit in the mail, certified or registered, postage prepaid, to the addresses set forth above or such other address as a party may designate by notice.

12. AMENDMENT; WAIVER

12.1 Amendment. No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any other or further exercise of that right.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

13.1 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 laws principles.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect and an enforceable term will be substituted reflecting the intent of the parties.

13.3 Entire Agreement. This Agreement, including any exhibits or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

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 transmitted by electronic means shall be binding.

ATTACHMENTS

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