Legal Forms to Sign

LEGAL FORMS TO SIGN

This Agreement is made and entered into as of Effective Date: , by and between Party A Name: , Entity Type: Individual Corporation LLC State of Organization: , Principal Place of Business: ; and Party B Name: , Entity Type: Individual Corporation LLC State of Organization: , Principal Place of Business: .

RECITALS

WHEREAS, Party A creates, compiles, maintains and distributes legal form templates, model agreements, and related documentary materials (collectively, the "Forms"); and

WHEREAS, Party B desires to acquire from Party A the limited rights to access, use and sign certain Forms under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to establish the terms under which Forms are provided, used and maintained, and the respective rights, duties and remedies of the parties.

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

1. DEFINITIONS

1.1 "Forms" means the specific templates, model documents, checklists and ancillary drafting materials delivered or made available by Party A to Party B under this Agreement, whether in electronic or printed format.

1.2 "Documentation" means any instructions, user guides, annotations, or usage notes that accompany a Form.

2. LICENSE GRANT; RESTRICTIONS

2.1 License Grant. Subject to the terms and conditions of this Agreement, Party A grants to Party B a non-exclusive, non-transferable, revocable license to use the Forms solely for Party B's internal business purposes and for the preparation of documents to be signed by Party B or Party B's clients, in the territory set forth below.

2.2 Restrictions. Party B shall not (a) sublicense, sell, distribute or publish the Forms as standalone products; (b) remove, alter or obscure any copyright, trademark or proprietary notices; or (c) use the Forms in any manner that would violate applicable law.

3. DELIVERY; UPDATES; MAINTENANCE

3.1 Delivery. Party A will deliver the Forms and accompanying Documentation to Party B in the medium and format agreed by the parties. Delivery of electronic Forms shall be deemed complete on electronic transmission.

3.2 Updates. Party A may from time to time update Forms to reflect legal or regulatory changes. Party A shall notify Party B of material updates. Unless otherwise agreed, updates shall be provided at the rates set out in Section 5.

4. COMPLIANCE; NO PRACTICE OF LAW

4.1 Compliance. Party B acknowledges that Forms are templates and must be reviewed and adapted to the facts of each matter and local law. Party B is solely responsible for ensuring any Form used is compliant with all applicable laws, rules and regulations.

4.2 No Legal Advice. Party A does not provide legal advice by supplying Forms. Party B shall obtain independent legal advice where required prior to execution of any document prepared from a Form.

5. FEES AND PAYMENT

Fees are non-refundable unless expressly stated. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Party B shall be responsible for all reasonable collection costs, including attorneys' fees.

6. CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is marked confidential or that, by its nature, should reasonably be considered confidential. Confidential information does not include information that is publicly available or rightfully received from a third party without obligation of confidentiality.

The receiving party may disclose Confidential Information to its employees, contractors or advisors who have a need to know, provided such persons are bound by confidentiality obligations no less protective than those in this Agreement.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate or legal power and authority to enter into and perform this Agreement. Party A represents that, to the best of its knowledge, the Forms do not infringe third-party intellectual property rights as of the Effective Date.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE FORMS ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

Party B shall indemnify, defend and hold harmless Party A and its officers, directors and affiliates from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Party B's use of the Forms, including any failure to adapt a Form to applicable law or fact.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue for an initial term of months, and thereafter shall renew automatically for successive renewal terms unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach by the other party after thirty (30) days' written notice if the breach remains uncured at the expiration of the notice period.

11. NOTICES

Notices shall be in writing and delivered by registered mail, nationally recognized overnight courier, or electronic delivery with confirmation to the addresses set forth above or such other address as a party may designate by notice in accordance with this Section.

12. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by a party to exercise any right or remedy shall not operate as a waiver of such right or remedy.

13. GOVERNING LAW; JURISDICTION

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 action arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part, such provision shall be ineffective to the extent of such illegality, invalidity or unenforceability, and the remainder of the Agreement shall 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. Execution by electronic signature shall be binding and enforceable.

Sign Now