Legal E-Workbook Agreement

LEGAL E-WORKBOOK AGREEMENT

This Legal E-Workbook Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: , Entity Type: Individual Corporation LLC , Principal Address: and Client Name: , Client Address: .

Recitals

WHEREAS, Provider develops and distributes electronic educational materials, templates and workbooks intended to assist recipients with legal processes and document preparation (the E-Workbook);

WHEREAS, Client desires to obtain a license to access and use the E-Workbook for Client's internal business or personal purposes subject to the terms and conditions set forth herein; and

WHEREAS, Provider agrees to grant Client a limited license to use the E-Workbook on the terms set forth in this Agreement.

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

1. Definitions

1.1 "E-Workbook" means the electronic workbook materials, including templates, guidance documents, fillable forms, graphics, and any associated audio or video, delivered to Client under this Agreement.

1.2 "Access Credentials" means any login, password, or other access mechanism provided by Provider to permit Client to access the hosted E-Workbook or download the E-Workbook.

2. Grant of License

2.1 License. Subject to Client's timely payment of fees and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable, limited license to access and use the E-Workbook solely for Client's internal business or personal use during the License Term described in Section 5.

2.2 Scope and Restrictions. Client shall not (a) reproduce, distribute, sublicense, sell, rent or lease the E-Workbook or any portion thereof to any third party; (b) remove or alter any proprietary notices; (c) use the E-Workbook to create a competing product; or (d) permit access by more users than authorized. Authorized users:

3. Delivery and Access

3.1 Delivery Method. Provider will provide the E-Workbook by the following method(s) (select all that apply):
PDF download Interactive web access Other:

3.2 Access Credentials. Provider shall issue Access Credentials to Client within of receipt of payment. Client is responsible for maintaining the confidentiality of Access Credentials and shall notify Provider immediately upon any unauthorized use.

4. Fees and Payment

4.1 Fees. Client shall pay Provider a fee of USD for the License Term specified in Section 5. Additional fees for customization or support, if any, shall be set forth in a written invoice.

4.2 Payment Terms. Payment is due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. Term and Termination

5.1 Term. The License Term shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement.

5.2 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.

5.3 Effect of Termination. Upon termination, Client shall cease all use of the E-Workbook, destroy all copies in Client's possession, and, if requested by Provider, certify in writing that such destruction has occurred.

6. Ownership and Intellectual Property

6.1 Ownership. Provider retains all right, title and interest in and to the E-Workbook and all intellectual property rights therein. Client acquires only the limited license rights expressly granted in this Agreement.

6.2 Feedback. Any feedback or suggestions provided by Client regarding the E-Workbook shall be non-confidential and Provider may use such feedback without restriction.

7. Confidentiality

7.1 Confidential Information. "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.

7.2 Obligations. The receiving party shall (a) use Confidential Information only to exercise rights or perform obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information; and (c) not disclose Confidential Information to any third party except as permitted herein.

8. Warranty; Disclaimer

8.1 Limited Warranty. Provider warrants that it has the right to grant the license described in this Agreement. Provider further warrants that the E-Workbook will materially conform to the description provided at the time of sale for a period of following delivery.

8.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE E-WORKBOOK IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

9.1 Except for liability arising from gross negligence, willful misconduct, or Provider's breach of its confidentiality obligations, neither party shall be liable to the other for indirect, incidental, special, consequential or punitive damages, including lost profits or lost business opportunity, even if advised of the possibility of such damages.

9.2 Provider's aggregate liability for any claim arising out of or in connection with this Agreement shall not exceed the amount paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

10. Indemnification

Client shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's use of the E-Workbook, or any unauthorized distribution of the E-Workbook by Client.

11. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested). Notices shall be effective upon receipt.

12. Assignment

Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of Provider's assets.

13. Amendments and Waiver

No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties. The waiver of any breach shall not constitute a waiver of any subsequent breach.

14. Governing Law; Venue

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

15. Entire Agreement; Severability; Counterparts

15.1 Entire Agreement. This Agreement, together with any exhibits or invoices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

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

15.3 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and delivery of an executed signature page by electronic transmission shall be sufficient to bind the parties.

Additional Terms

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