Legal Daubigny Agreement

LEGAL DAUBIGNY AGREEMENT

This Legal Daubigny Agreement ("Agreement") is entered into as of by and between Party A Name: , an entity of type , with principal address ; and Party B Name: , an entity of type , with principal address (each a "Party" and collectively the "Parties").

Recitals

WHEREAS, Party A possesses certain creative works, services, or rights described herein that the Parties intend to utilize, license, or exploit as set forth in this Agreement;

WHEREAS, Party B desires to engage Party A to provide the services and/or to obtain the license rights described below, and Party A is willing to provide such services and grants subject to the terms and conditions of this Agreement;

WHEREAS, the Parties intend that the rights, obligations, and compensation established herein shall govern their relationship with respect to the subject matter described below.

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 one Party to the other Party, whether oral, written, graphic or electronic, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to technical, business, financial, creative, marketing and artistic materials related to the subject matter of this Agreement.

1.2 "Deliverables" means the tangible or intangible outputs, materials, works, designs, or services to be delivered by Party A to Party B as described in Section 2 and any Appendix incorporated herein.

2. Scope of Work and Grant

2.1 Engagement. Party A shall perform the services and deliver the Deliverables described in the statement of work below and in any written addendum signed by the Parties. The Parties agree that the initial scope is summarized as:

2.2 License Grant. Subject to full payment and compliance with this Agreement, Party A hereby grants to Party B a non-exclusive, non-transferable, limited license to use the Deliverables for the purposes set forth in the statement of work during the Term, unless a broader or different license is agreed in writing. The license expressly excludes any rights not expressly granted, including any right to sublicense unless expressly provided.

3. Consideration and Payment

3.1 Fees. In consideration for the rights and services granted under this Agreement, Party B shall pay Party A the sums set forth below. Unless otherwise agreed, all amounts shall be exclusive of applicable taxes.

4. Term and Termination

4.1 Term. The term of this Agreement shall commence on the effective date set forth above and shall continue for a period of (the "Initial Term"), unless earlier terminated as provided herein. The Agreement will thereafter .

4.2 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.

4.3 Effect of Termination. Upon termination, all licenses granted hereunder shall cease except as otherwise expressly provided. Termination shall not relieve either Party of obligations accrued prior to termination, including payment obligations and indemnities.

5. Confidentiality

5.1 Non-Disclosure. Each Party agrees to maintain the confidentiality of the other Party's Confidential Information and shall not disclose such information to third parties except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing Party is given prompt notice and opportunity to seek protective measures.

6. Intellectual Property; Moral Rights

6.1 Ownership. Unless otherwise expressly agreed in writing, Party A retains all right, title and interest in and to pre-existing intellectual property and in any original works created by Party A and delivered as Deliverables, subject to the limited license granted to Party B in Section 2.2.

6.2 Moral Rights. To the extent permitted by applicable law, Party A hereby irrevocably waives and agrees not to assert any moral rights in the Deliverables assigned or licensed under this Agreement; provided, however, that the waiver shall not impair Party A's rights to attribution if expressly preserved in writing.

7. Representations and Warranties

7.1 Mutual Representations. Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance do not and will not violate any other agreement to which it is a party.

7.2 Party A Warranty. Party A represents that to the best of its knowledge the Deliverables, when used in accordance with this Agreement, will not infringe any third-party intellectual property rights except as expressly disclosed in writing.

8. Indemnification

8.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any claim that the Deliverables, as delivered and used in accordance with this Agreement, infringe a third party's intellectual property rights, provided Party B gives prompt written notice and reasonable cooperation.

8.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A from and against any and all losses arising from Party B's use of the Deliverables in a manner not authorized by this Agreement or arising from Party B's breach of this Agreement.

9. Limitation of Liability

EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Insurance

Each Party shall maintain, at its own expense, insurance coverage appropriate to its activities under this Agreement. Upon request, a Party shall provide reasonable evidence of such insurance to the other Party.

11. Notices

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and shall be delivered to the Parties at the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section. Notices shall be deemed given when: (a) delivered personally; (b) sent by certified or registered mail, return receipt requested; or (c) sent by nationally recognized overnight courier.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

13. Miscellaneous Provisions

13.1 Entire Agreement. This Agreement, together with any appendices or exhibits expressly incorporated, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13.2 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and executed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver of that right.

13.3 Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remaining terms and provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

13.4 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. A signature delivered by electronic means shall be considered an original signature for all purposes.

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