Legal DB Agreement

LEGAL DB AGREEMENT

This Legal DB Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (Entity Type: Individual Corporation LLC Other) , with principal place of business at ; and Provider Name: (Entity Type: Individual Corporation LLC Other) , with principal place of business at .

RECITALS

WHEREAS, Provider owns, maintains and controls a database and associated datasets, software, documentation and interfaces (collectively, the Database) and has the right to grant access to and licenses for the Database;

WHEREAS, Client desires to obtain, and Provider is willing to grant, a limited license to access and use the Database for Client's internal business purposes subject to the terms and restrictions set forth herein;

WHEREAS, the parties intend by this Agreement to set forth the terms governing access, use, security, confidentiality, payment and the respective rights and remedies of the parties with respect to the Database.

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

1. DEFINITIONS

For purposes of this Agreement: (a) "Database" means the structured collection of data, content, metadata, software, interfaces and related documentation provided by Provider to Client under this Agreement; (b) "Authorized Users" means individuals employed or contracted by Client who are expressly permitted to access the Database under Section 3; (c) "Confidential Information" means non-public information disclosed by a party that is marked or reasonably should be understood to be confidential; (d) "Effective Date" means the date set forth above.

2. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, Provider hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to access and use the Database solely for Client's internal business operations. Client shall not use the Database for benchmarking, reselling, commercial hosting, or any public-facing service unless expressly authorized in writing.

3. ACCESS, AUTHORIZED USERS AND RESTRICTIONS

Provider will provide access credentials for Authorized Users. Client shall be responsible for maintaining the confidentiality of credentials and for all actions taken using such credentials. Client will ensure that Authorized Users comply with this Agreement.

Client shall not (i) copy, modify, create derivative works of, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or underlying data structures of the Database; (ii) remove any proprietary notices or labels from the Database; or (iii) use the Database to develop competing products or services.

4. INTELLECTUAL PROPERTY; OWNERSHIP

Provider retains all right, title and interest in and to the Database and any underlying intellectual property. Except for the limited license expressly granted herein, no rights or licenses are granted by implication, estoppel or otherwise. Client acknowledges that the Database contains Provider Confidential Information and proprietary materials.

5. FEES, INVOICING AND PAYMENT

In consideration for the license and access, Client shall pay Provider the fees set forth below in accordance with Provider's invoice. All fees are non-refundable except as expressly provided in this Agreement.

Unless otherwise agreed, payments are due within thirty (30) days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

6. CONFIDENTIALITY

Each party shall hold in confidence the other party's Confidential Information and shall not use or disclose such Confidential Information except as necessary to perform under this Agreement. Confidentiality obligations shall survive termination for five (5) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

Notwithstanding the foregoing, a receiving party may disclose Confidential Information to the extent required by law or a court order, provided the receiving party gives prompt notice to the disclosing party and cooperates in any effort to obtain confidential treatment.

7. DATA SECURITY; BREACH NOTIFICATION

Provider will implement and maintain reasonable administrative, physical and technical safeguards appropriate to the nature of the Database to protect against unauthorized access, use, alteration or disclosure. Client shall implement reasonable security measures with respect to its access and Authorized Users.

In the event of a confirmed security incident or breach affecting the Database or Client Data, the party discovering the incident shall notify the other party without undue delay and in any event within days of discovery and provide reasonable information regarding the nature of the incident and corrective measures.

8. COMPLIANCE WITH LAWS

Each party shall comply with applicable laws and regulations in performing its obligations hereunder, including data protection and export control laws. Client shall not use the Database to process Personal Data except in accordance with applicable law and with Provider's prior written consent.

9. WARRANTIES; DISCLAIMER

Provider represents and warrants that it has the right to grant the license granted hereunder. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE DATABASE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

10. INDEMNIFICATION

Client agrees to indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any third-party claims arising out of Client's breach of this Agreement, unauthorized use of the Database or Client's processing of data. Provider shall indemnify Client against third-party claims that the Database, as provided by Provider, infringes a third party's intellectual property rights, provided Client promptly notifies Provider and cooperates in the defense.

11. LIMITATION OF LIABILITY

EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS AND WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED .

12. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for an Initial Term of , unless earlier terminated in accordance with this Section. 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.

Upon termination or expiration, Client shall cease all use of the Database, return or securely destroy Provider Confidential Information and pay any fees due through the effective date of termination. Sections concerning ownership, confidentiality, indemnification, limitation of liability, and surviving obligations shall survive termination.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail (return receipt requested) to the addresses below or to such other address as a party may specify by notice.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction mutually agreed by the parties: , without regard to conflict of laws principles.

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain effective and enforceable to the fullest extent permitted by law.

16. MISCELLANEOUS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The parties agree to execute such further instruments and to take such further acts as may be necessary to effectuate the purposes of this Agreement.

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