Legal Information Agreement

LEGAL INFORMATION AGREEMENT

This Legal Information Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , an entity of the following type Individual Corporation LLC with principal place of business at ; and Provider Name: , an entity of the following type Individual Corporation LLC with principal place of business at . Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider possesses documents, analyses, summaries, templates, and other informational materials concerning legal topics and processes (collectively, "Information") that Provider is willing to disclose to Client for Client's internal evaluation and non-exclusive informational use; and

WHEREAS, Client desires to receive such Information for the purpose of general legal awareness, planning, and evaluation, and Provider and Client wish to set forth the terms governing disclosure, use, confidentiality, and ownership of such Information; and

WHEREAS, the Parties intend by this Agreement to avoid any misunderstanding regarding the nature of the Information and the absence of an attorney-client relationship or other professional engagement between Provider and Client.

NOW, THEREFORE

Now, therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means Information disclosed by Provider that is designated as confidential or that, given its nature or the circumstances of disclosure, reasonably should be understood to be confidential, excluding information that is or becomes generally known to the public through no wrongful act of Client, is already known to Client without restriction at the time of disclosure, or is rightfully obtained by Client from a third party without breach of an obligation of confidentiality.

1.2 "Permitted Purpose" means Client's internal evaluation and non-exclusive informational use of the Information for planning, education, or assessment of legal strategies, and not for the rendering of legal advice to third parties.

2. DISCLOSURE AND SCOPE

2.1 Provider shall disclose to Client the Information described as follows:

2.2 The Parties acknowledge that the Information is for the Permitted Purpose only. Provider is not retaining any obligation to provide ongoing updates unless expressly agreed in writing.

3. USE RESTRICTIONS; NO LEGAL ADVICE

3.1 Client shall use the Information solely for the Permitted Purpose and shall not disclose the Information to third parties except as permitted by Section 4. Client shall not rely on the Information as a substitute for legal advice tailored to Client's specific facts and circumstances.

3.2 Provider expressly disclaims that the provision of Information under this Agreement creates an attorney-client, fiduciary, or other professional relationship. Provider does not undertake to provide legal advice to Client, and any reliance on the Information is at Client's sole risk.

4. CONFIDENTIALITY

4.1 Except as otherwise provided in this Agreement, Client shall hold Confidential Information in strict confidence and shall not use, publish, reproduce, or disseminate such Confidential Information except to Client's employees, contractors, or professional advisors who have a need to know for the Permitted Purpose and who are bound by confidentiality obligations no less protective than those contained in this Agreement.

4.2 If Client is legally compelled by subpoena, order, or other process to disclose Confidential Information, Client shall provide Provider with prompt written notice to allow Provider to seek a protective order or other appropriate remedy and shall disclose only that portion of the Confidential Information that is legally required.

5. DATA SECURITY; RETURN OR DESTRUCTION

5.1 Client agrees to implement reasonable administrative, physical, and technical safeguards to protect Confidential Information from unauthorized access, use, or disclosure, consistent with industry standards for similarly situated organizations.

5.2 Upon Provider's written request or upon termination of this Agreement, Client shall promptly return or, at Provider's election, destroy all Confidential Information and certify in writing that such return or destruction has been completed, except for one archival copy retained solely for compliance purposes.

6. INTELLECTUAL PROPERTY

6.1 All right, title, and interest in and to the Information, including any intellectual property rights therein, shall remain with Provider. Provider grants Client a limited, non-transferable, non-exclusive license to use the Information solely for the Permitted Purpose during the Term of this Agreement.

7. REPRESENTATIONS; WARRANTIES; DISCLAIMER

7.1 Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Client represents that it will use the Information only for lawful purposes.

7.2 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

8. LIMITATION OF LIABILITY; INDEMNIFICATION

8.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Client shall indemnify, defend, and hold harmless Provider from and against all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of Client's misuse of the Information, breach of this Agreement, or any claim by a third party arising from Client's reliance on the Information as legal advice.

9. TERM; TERMINATION; SURVIVAL

9.1 This Agreement shall commence on the Effective Date and shall continue until terminated by either Party upon thirty (30) days' prior written notice to the other Party.

9.2 The obligations of confidentiality, ownership, indemnification, limitation of liability, and any other provisions which by their nature should survive termination shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall survive for as long as they remain trade secrets under applicable law.

10. NOTICES

All notices, requests, consents, claims, demands, and other communications hereunder shall be in writing and delivered to the notice address for the receiving Party set forth below. Notices shall be deemed given when personally delivered, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENTS; WAIVER; COUNTERPARTS

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

11.2 No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right. Any waiver must be in writing.

11.3 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be binding for all purposes.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties below, without regard to conflict of laws principles.

12.2 Entire Agreement. This Agreement, together with any written exhibits or schedules expressly incorporated, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

MISCELLANEOUS

The Parties acknowledge that they have read and understood this Agreement, that they have had the opportunity to seek independent legal advice, and that they enter into this Agreement voluntarily.

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