Legal CV Agreement

LEGAL CV AGREEMENT

This Legal CV Agreement (the Agreement) is entered into as of by and between Candidate Name: whose principal residence or business address is (Candidate), and Recipient Name: with principal address (Recipient).

RECITALS

WHEREAS, Candidate has prepared a curriculum vitae and supporting materials describing Candidate's qualifications, experience and professional history (collectively, the CV);

WHEREAS, Recipient desires to obtain a limited right to use and disseminate the CV for the purpose of evaluating Candidate for potential employment, engagement, or placement with third parties; and

WHEREAS, Candidate is willing to grant such rights subject to the terms, representations, protections and restrictions set forth herein.

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

1. DEFINITIONS

1.1 "CV" means the curriculum vitae, cover letters, and any supporting materials provided by Candidate to Recipient, including updates and supplements.

1.2 "Permitted Uses" means evaluation of Candidate for employment, engagement, placement, or direct introduction to prospective employers or clients, as further limited in Section 2.

2. GRANT OF LICENSE AND USE

2.1 Grant. Candidate hereby grants Recipient a non-exclusive/non-transferable license to use, copy and disclose the CV solely for Permitted Uses during the Term of this Agreement, subject to the limitations and confidentiality obligations set forth herein. Selection of non-exclusive or exclusive treatment shall be indicated by the parties below:

Exclusive license (check if applicable)    Non-exclusive license (check if applicable)

2.2 Permitted Disclosures. Recipient may share the CV with third parties only to the extent necessary to effectuate Permitted Uses and only after obtaining appropriate confidentiality assurances from such third parties. Recipient shall not list or distribute the CV publicly without Candidate's prior written consent.

3. CONFIDENTIALITY; RESTRICTIONS

3.1 Confidential Treatment. The CV and any personal or sensitive information contained therein shall be treated as confidential by Recipient and its employees, agents and representatives, and shall not be disclosed except as permitted by this Agreement or required by law.

3.2 Restrictions. Recipient shall not alter the CV in a manner that materially misrepresents Candidate's qualifications, shall not publish the CV in whole or in part for marketing or promotional purposes without Candidate's prior written consent, and shall not use Candidate's name in marketing materials absent express authorization.

4. REPRESENTATIONS AND WARRANTIES

Candidate represents and warrants that: (a) Candidate is the lawful owner of the CV or has the authority to grant the rights set forth herein; (b) the CV does not knowingly contain false statements or material omissions of fact; and (c) the CV does not infringe the intellectual property rights of any third party. Recipient represents that it will use the CV only as permitted by this Agreement.

5. FEES; EXPENSES

5.1 Fees. If any fee is payable by Recipient to Candidate in connection with use of the CV, such fee and payment terms must be set forth in writing. Indicate whether fees apply: Fees apply

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Agreement Date and continue until terminated as provided herein or for a period of months, unless earlier terminated.

6.2 Termination. Either party may terminate this Agreement upon written notice to the other party in the event of a material breach that remains uncured for days following receipt of written notice specifying the breach.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, liabilities, damages and reasonable costs (including attorneys' fees) arising out of that party's breach of its representations, warranties or obligations under this Agreement.

7.2 Limitation of Liability. Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality obligations, neither party shall be liable to the other for any special, incidental, consequential or punitive damages.

8. DATA PROTECTION

8.1 Compliance. Recipient shall process any personal data contained in the CV in accordance with applicable data protection laws, shall implement reasonable technical and organizational measures to protect such data, and shall promptly notify Candidate of any unauthorized access or disclosure.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party may designate in writing.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

10.2 Waiver. Failure or delay by either party to enforce any provision shall not constitute a waiver of that provision or any other right.

10.3 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.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of without regard to choice of law principles.

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. MISCELLANEOUS

12.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Recipient may assign to an affiliate in connection with a sale of its business provided the assignee assumes Recipient's obligations hereunder.

12.2 Remedies. The parties acknowledge that a breach of Sections 2 or 3 may cause irreparable harm for which monetary damages may be an inadequate remedy, and the non-breaching party shall be entitled to seek equitable relief in addition to any other remedies.

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