Legal Grant Document

LEGAL GRANT DOCUMENT

This Legal Grant Document (the "Agreement") is made and entered into as of by and between Grantor Name: with principal address , and Grantee Name: with principal address .

RECITALS

WHEREAS, Grantor is the lawful owner of certain rights, interests, property, or subject matter described herein and has authority to grant limited rights to such subject matter; and

WHEREAS, Grantee desires to obtain from Grantor, and Grantor desires to grant to Grantee, certain rights and licenses subject to the terms and conditions of this Agreement in consideration of the mutual covenants contained herein.

WHEREAS, the parties intend by this Agreement to set forth the full terms of the grant, the permitted uses, and the obligations of each party with respect to the grant.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. GRANT

1.1 Grant. Subject to the terms and conditions of this Agreement, Grantor hereby grants to Grantee a to use the following subject matter: (the "Granted Rights").

1.2 Territory and Media. The Granted Rights are limited to the territory of and to the media and channels described as .

1.3 Exclusions. The grant expressly excludes any right not expressly set forth in this Agreement, including but not limited to derivative works not specifically authorized herein.

2. PURPOSE

The Granted Rights shall be used solely for the following purpose:

3. TERM AND TERMINATION

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

3.2 Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any representation, warranty, or covenant and fails to cure such breach within days after receipt of written notice describing the breach.

3.3 Survival. Sections concerning payment, confidentiality, indemnification, ownership, and limitations of liability shall survive expiration or termination of this Agreement.

4. CONSIDERATION

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations. Each party represents and warrants that it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder.

5.2 Grantor Representations. Grantor represents and warrants that (a) it owns or validly controls the Granted Rights, (b) to the best of its knowledge the exercise of the Granted Rights by Grantee in accordance with this Agreement will not infringe or misappropriate the rights of any third party, and (c) there are no outstanding agreements inconsistent with the rights granted herein.

5.3 Grantee Representations. Grantee represents and warrants that it shall use the Granted Rights only in accordance with the terms of this Agreement and applicable law.

6. COVENANTS

6.1 Compliance. Each party shall comply with all applicable laws and regulations in performing its obligations under this Agreement.

6.2 Recordkeeping. Grantee shall maintain complete and accurate records of its use of the Granted Rights and shall permit Grantor, during normal business hours and upon reasonable prior notice, to inspect such records to verify compliance.

7. CONFIDENTIALITY

7.1 Confidential Information. "Confidential Information" means nonpublic information disclosed by one party to the other in connection with this Agreement, whether oral, written, or electronic. Each receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care as it uses to protect its own confidential information but no less than a reasonable standard of care; (b) not use Confidential Information except to perform under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted herein.

7.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Grantor retains all right, title and interest in and to the Granted Rights, subject only to the limited rights expressly granted to Grantee herein. No ownership rights are conveyed to Grantee except as expressly provided in this Agreement.

8.2 Assignment of Improvements. Any improvements, enhancements, or derivative works created by Grantee that incorporate the Grantor's proprietary material shall be treated as follows:

9. INDEMNIFICATION

9.1 Indemnity by Grantor. Grantor shall indemnify, defend and hold harmless Grantee from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of a claim that the Granted Rights, when used as permitted under this Agreement, infringe the intellectual property rights of a third party, provided that Grantee: (a) provides prompt written notice of the claim; (b) permits Grantor to control the defense and settlement of the claim; and (c) cooperates in the defense.

9.2 Indemnity by Grantee. Grantee shall indemnify, defend and hold harmless Grantor from and against claims arising from Grantee's use of the Granted Rights in breach of this Agreement or arising from Grantee's negligence or willful misconduct.

10. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY GRANTEE TO GRANTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by nationally recognized overnight courier, or three (3) days after deposit in the mail, postage prepaid, certified or registered mail, to the parties at their respective addresses set forth below or at such other address designated by a party in accordance with this Section.

12. AMENDMENTS, WAIVER, COUNTERPARTS

12.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. No waiver by either party of any breach or default shall be deemed to be a waiver of any subsequent breach or default.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflicts of laws rules.

13.2 Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

MISCELLANEOUS

14.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Grantor may assign this Agreement in connection with a merger, sale of substantially all its assets, or similar transaction.

14.2 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

ENTITY TYPE (OPTIONAL)

Grantor Entity Type: Individual Corporation LLC

Grantee Entity Type: Individual Corporation LLC

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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