Legal IJ Means Agreement

Legal IJ Means Agreement

This Legal IJ Means Agreement (the Agreement) is entered into effective as of (Effective Date), by and between , an entity of type Individual Corporation LLC Other (Party A), and , an entity of type Individual Corporation LLC Other (Party B). Party A and Party B are each a Party and collectively the Parties.

RECITALS

WHEREAS, Party A possesses certain methods, processes, know-how, technical information and related documentation (collectively, IJ Means) used in connection with the development, analysis and implementation of information-justice and investigatory processes; and

WHEREAS, Party B desires to obtain access to, and limited rights to use, IJ Means under the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, Party A is willing to grant such limited access and license to Party B, and Party B is willing to accept that access and the obligations imposed by this Agreement.

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

1. Definitions

1.1 "IJ Means" means the methods, procedures, algorithms, data structures, documentation, software, prototypes, know-how, technical notes and other materials disclosed by Party A to Party B under this Agreement, including any derivatives, improvements or modifications thereto.

1.2 "Confidential Information" means information marked or identified as confidential by the disclosing Party or which by its nature ought reasonably to be treated as confidential, including IJ Means, but excluding information that is (a) already known to the receiving Party without obligation of confidentiality; (b) publicly available without breach by the receiving Party; (c) rightfully received from a third party without restriction; or (d) independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

2. Grant of Rights

2.1 License. Subject to the terms and conditions of this Agreement, Party A grants Party B a non-exclusive, non-transferable, limited license to use the IJ Means solely for the purpose of: . Party B shall not use IJ Means for any other purpose without the prior written consent of Party A.

2.2 Restrictions. Party B shall not (a) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of any software embodying IJ Means; (b) distribute, sublicense, sell or otherwise transfer IJ Means to any third party except as expressly permitted; or (c) remove or alter any proprietary notices on IJ Means.

3. Consideration

3.1 Fees. In consideration for the licenses and rights granted herein, Party B shall pay to Party A the fees and reimbursements set forth below or in an attachment executed by the Parties.

4. Confidentiality

4.1 Obligations. The receiving Party shall (a) maintain the confidentiality of the disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only as necessary to perform its obligations under this Agreement; and (c) disclose Confidential Information only to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

4.2 Compelled Disclosure. If a receiving Party is compelled by law to disclose Confidential Information, it shall provide the disclosing Party with prompt written notice to permit the disclosing Party to seek a protective order or other appropriate remedy.

5. Ownership; Improvements

5.1 Ownership. Except for the limited license expressly granted herein, Party A retains all right, title and interest in and to the IJ Means, including all intellectual property rights. No ownership rights are transferred by this Agreement.

5.2 Improvements. Any improvements, modifications or enhancements to IJ Means developed by Party B that are derived from or based upon Party A's Confidential Information or IJ Means shall be assigned to Party A and considered the sole and exclusive property of Party A, unless the Parties execute a separate written agreement to the contrary.

6. Representations and Warranties

Each Party represents and warrants to the other that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that its execution and performance will not violate any agreement or obligation to any third party. PARTY A MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT.

7. Indemnification

7.1 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A and its affiliates, officers and employees from and against any and all third-party claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Party B's use of the IJ Means in breach of this Agreement or arising from Party B's negligence or willful misconduct.

8. Limitation of Liability

Except for liability arising from a Party's breach of its confidentiality obligations or indemnification obligations, in no event shall either Party be liable to the other for any indirect, incidental, special, 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 this Agreement shall not exceed the fees actually paid by Party B to Party A under this Agreement during the twelve (12) months preceding the claim.

9. Term and Termination

9.1 Term. This Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with this Section.

9.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

9.3 Effect of Termination. Upon termination, Party B shall cease all use of IJ Means, return or destroy all copies of IJ Means and certify in writing to Party A within ten (10) days that it has complied with this obligation. Termination shall not relieve Party B of liability for obligations accrued prior to the effective date of termination.

10. Notices

All notices, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by notice in accordance with this Section. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), by nationally recognized overnight courier, or by email with confirmation of transmission.

11. Amendments; Waiver; Counterparts

This Agreement may be amended or modified only by a written instrument executed 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. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. Governing Law; Forum

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 resolution of disputes arising under this Agreement.

13. Entire Agreement; Severability

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14. Miscellaneous

14.1 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Party A may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

14.2 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement shall create any partnership, joint venture, employment or agency relationship between the Parties.

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