Legal DGC Contract Agreement

Legal DGC Contract Agreement

This Legal DGC Contract Agreement (the Agreement) is made and entered into as of Effective Date: by and between Provider Name: , Entity Type: Individual Corporation LLC Other, Principal Place of Business: ; and Client Name: , Entity Type: Individual Corporation LLC Other, Principal Place of Business: .

RECITALS

WHEREAS, Provider develops, hosts, licenses, and distributes digital goods, content, software, and related deliverables, including but not limited to media, code, data sets and documentation (collectively, Digital Content); and

WHEREAS, Client desires to obtain from Provider certain Digital Content and associated services as set forth in this Agreement, and Provider is willing to provide such Digital Content and services under the terms and conditions herein.

WHEREAS, the parties intend that this Agreement govern the delivery, licensing, payment, confidentiality, and allocation of risk with respect to the Digital Content and related services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 "Digital Content" means the deliverables described in Section 2 and any related documentation, source files, media files, data sets, and updates supplied by Provider. A detailed description of the initial Digital Content to be delivered is set forth below:

1.2 "Deliverables" means the specific files, access credentials, or other items delivered to Client. 1.3 "Confidential Information" means non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential.

2. GRANT OF RIGHTS

2.1 Subject to the terms and conditions of this Agreement and payment in full, Provider hereby grants to Client a non-exclusive, non-transferable license to use the Digital Content solely for Client's internal business purposes for the Term specified in Section 5. The license expressly excludes rights to sublicense, redistribute, or resell the Digital Content except as set forth in a written amendment signed by Provider.

2.2 Territory and Purpose: The license granted is limited to the following territory and purpose: Territory: ; Purpose:

3. DELIVERY AND ACCEPTANCE

3.1 Delivery Method: Provider shall deliver the Deliverables via the following method(s): .

3.2 Delivery Schedule: Provider shall deliver the initial Deliverables by Delivery Date: unless otherwise agreed in writing.

3.3 Acceptance: Client shall have Acceptance Period of days from delivery to inspect and notify Provider of nonconformities. If Client does not provide written notice of rejection describing material nonconformities within the Acceptance Period, the Deliverables shall be deemed accepted.

4. FEES AND PAYMENT

4.1 Fees: Client shall pay Provider the fees for the Digital Content and services as follows: Fee Amount: $. Payment Schedule: .

4.2 Invoicing; Late Payments: Provider shall invoice Client in accordance with the Payment Schedule. Late payments shall accrue interest at or the maximum rate allowed by law, whichever is lower. Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment.

5. TERM AND TERMINATION

5.1 Term: This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated as provided herein. Thereafter the Agreement shall .

5.2 Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of notice. 5.3 Effect of Termination: Upon termination, Client shall cease all use of the Digital Content where the license terminates and return or destroy Confidential Information as provided in Section 7.

6. INTELLECTUAL PROPERTY

6.1 Ownership: Provider retains all right, title and interest in and to the Digital Content and all intellectual property rights therein, excluding only Client's pre-existing materials. No ownership in Provider's intellectual property is transferred to Client by this Agreement except to the limited extent expressly granted in Section 2.

6.2 Feedback; Improvements: If Client provides feedback or suggestions concerning the Digital Content, Provider shall have a perpetual, irrevocable, royalty-free license to use such feedback for any purpose.

7. CONFIDENTIALITY

7.1 Confidentiality Obligations: Each party shall protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; shall not use Confidential Information except to perform its obligations under this Agreement; and shall not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

7.2 Exclusions: Confidential Information does not include information that is or becomes publicly available without breach, is already known to the receiving party at the time of disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

8. WARRANTIES; DISCLAIMER

8.1 Provider Warranty: Provider warrants that it has the right to grant the rights set forth in this Agreement and that, at the time of delivery, the Deliverables will materially conform to the description in Section 1.1. Client's sole and exclusive remedy for breach of this warranty will be Provider's repair or replacement of nonconforming Deliverables within a commercially reasonable time.

8.2 Disclaimer: EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 8.1, PROVIDER PROVIDES THE DIGITAL CONTENT AND SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. INDEMNIFICATION

9.1 Provider Indemnity: Provider shall defend, indemnify and hold harmless Client from and against any third-party claim arising out of an allegation that the Digital Content, as delivered and used in accordance with this Agreement, infringes a third party's intellectual property rights, provided Client: (a) promptly notifies Provider in writing of the claim; (b) gives Provider sole control of the defense and settlement; and (c) cooperates reasonably with Provider. This indemnity does not apply to the extent the claim arises from Client's modification or misuse of the Digital Content or Client Materials.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. 10.2 CAP ON LIABILITY: A party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed $ or the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim, whichever is greater.

11. DATA PROTECTION

11.1 Each party shall comply with applicable data protection laws with respect to Personal Data processed in connection with this Agreement. Where Provider processes Personal Data on behalf of Client, the parties shall implement appropriate technical and organizational measures to protect such data. Specific processing details, if applicable, shall be set out in an addendum or statement of work.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, overnight courier, or personal delivery and shall be deemed given upon receipt.

13. AMENDMENTS; WAIVER; SEVERABILITY; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to choice-of-law principles. Governing Law: . This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.

MISCELLANEOUS PROVISIONS

15.1 Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. 15.2 Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

SIGNATURES

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