Legal Email Bundle Contract

LEGAL EMAIL BUNDLE CONTRACT

This Legal Email Bundle Contract (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , Principal Place of Business: and Client Name: , Principal Place of Business: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Provider develops and distributes email template bundles, including legal, transactional, and advisory email templates and related documentation (the "Bundle");

WHEREAS, Client desires to acquire a license to use the Bundle for Client's lawful business purposes on the terms and subject to the conditions set forth herein; and

WHEREAS, Provider is willing to grant such license and to deliver the Bundle in accordance with the terms of this Agreement.

NOW THEREFORE, in consideration of the mutual promises set forth 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 "Bundle" means the collection of email templates, subject-matter text, formatting, sample clauses, and any accompanying documentation or spreadsheets specified in the Deliverables section below.

1.2 "Deliverables" means the specific items of the Bundle to be delivered by Provider to Client pursuant to Section 2.

2. SERVICES AND DELIVERABLES

2.1 Provider shall prepare and deliver the Bundle described below to Client in accordance with the timeline set forth in Section 2.3. Provider will use commercially reasonable efforts to deliver accurate and complete template files in editable electronic formats.

2.2 Provider shall deliver the Bundle via electronic delivery to Client's designated email or file transfer method and shall confirm delivery in writing. Title to the electronic files transfers upon delivery, subject to the license and ownership provisions set forth in Section 3.

2.3 Delivery Schedule: Delivery shall be completed by Delivery Date: unless otherwise mutually agreed in writing.

3. LICENSE AND INTELLECTUAL PROPERTY

3.1 Subject to Client's timely payment of all Fees and compliance with this Agreement, Provider hereby grants to Client a non-exclusive, non-transferable, revocable license to use the Bundle for Client's internal business communications and for communications with Client's customers and counterparties as expressly permitted by Provider. Client shall not sub-license, distribute, sell, resell, or otherwise transfer the Bundle to third parties except as expressly authorized in writing by Provider.

3.2 Provider retains all right, title, and interest in and to the Bundle and all intellectual property rights therein, including without limitation copyrights, trade dress, and any moral rights, except for the limited license granted in Section 3.1. Any enhancements, modifications, or derivative works of the Bundle created by Provider shall remain Provider's exclusive property.

4. FEES; PAYMENT

4.1 Fees. Client shall pay Provider a one-time fee of $ (the "Fee") for the Bundle, plus any applicable taxes.

4.2 Payment Terms. Unless otherwise stated on an invoice, Client shall pay the Fee within days of Provider's invoice. Overdue amounts shall accrue interest at the rate of % per month or the maximum permitted by law, whichever is less.

4.3 Expenses. Client shall reimburse Provider for any pre-approved out-of-pocket expenses incurred in connection with the delivery of the Bundle.

5. CONFIDENTIALITY

5.1 Each Party shall treat as confidential all non-public information disclosed by the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is: (a) already known by the receiving Party without obligation of confidentiality; (b) becomes publicly known through no breach of this Agreement; (c) rightfully received from a third party without restriction; or (d) independently developed by the receiving Party.

5.2 Each receiving Party shall use at least the same degree of care to protect the disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Receiving Party may disclose Confidential Information to its employees, contractors, or advisors who have a need to know, provided that such persons are bound by confidentiality obligations no less protective than those set forth herein.

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMER

6.1 Each Party represents and warrants that it has the requisite corporate or other power and authority to enter into this Agreement and to perform its obligations hereunder.

6.2 Provider represents that, to Provider's knowledge, the Bundle as delivered to Client will not infringe third-party intellectual property rights. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.2, THE BUNDLE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from and against any and all third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) to the extent arising out of an allegation that the Bundle, as delivered by Provider and used in accordance with this Agreement, infringes a third party's valid intellectual property right.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against any and all third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from Client's misuse of the Bundle, Client's modification of the Bundle not authorized by Provider, or Client's distribution or sublicensing in violation of this Agreement.

9. TERM; TERMINATION

9.1 Term. This Agreement commences on the Effective Date and shall continue until terminated in accordance with this Section 9.

9.2 Termination for Breach. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice describing the breach.

9.3 Effect of Termination. Upon termination, all licenses granted hereunder shall immediately cease, and Client shall cease all use of the Bundle and, at Provider's request, shall certify in writing that Client has destroyed or returned all copies of the Bundle in Client's possession or control. Termination shall not relieve Client of its obligation to pay fees accrued prior to termination, and Sections 3, 5, 7, 8, 10, and 13 shall survive termination.

10. NOTICES

All notices or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may designate by written notice). Notices shall be effective upon personal delivery, or three (3) business days after deposit with the postal service, or one (1) business day after delivery by nationally recognized overnight courier, or upon transmission by confirmed email when accompanied by a copy sent by one of the foregoing methods.

11. ASSIGNMENT

Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that Provider may assign this Agreement without Client's consent in connection with a merger, sale of substantially all of Provider's assets, or transfer to an affiliate, provided that the assignee assumes Provider's obligations hereunder.

12. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be binding unless in writing and signed by duly authorized representatives of both Parties. No waiver of any breach shall constitute a waiver of any other breach or of any continuing breach.

13. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law rules that would result in the application of the laws of any other jurisdiction. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits, schedules, and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

15. 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. Signatures delivered by electronic means (including PDF or other electronic transmission) shall be effective and binding.

16. MISCELLANEOUS

The Parties acknowledge that the Bundle contains template language that may require customization to achieve compliance with applicable law in Client's jurisdictions. Provider does not provide legal advice as part of this Agreement, and Client is responsible for seeking legal advice where required.

Sign Now