Legal Intellectual Property Letter

LEGAL INTELLECTUAL PROPERTY LETTER

This Legal Intellectual Property Letter (the Letter) is made and entered into as of Effective Date: by and between Client Name: with principal address ("Client"), and Recipient Name: with principal address ("Recipient"). Client and Recipient may each be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Client is the owner or authorized licensor of certain intellectual property rights described herein and identified in Schedule A attached hereto (collectively, the IP); and

WHEREAS, Recipient has requested certain rights to use, inspect or otherwise exploit portions of the IP for the purpose set forth in this Letter and Client is willing to grant limited rights subject to the terms and conditions of this Letter; and

WHEREAS, the Parties desire to set forth the essential terms governing ownership, permitted uses, notices of infringement, confidentiality and remedies with respect to the IP.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Letter, the following terms have the meanings set forth below: "Intellectual Property" or "IP" means patents, patent applications, trademarks, service marks, trade names, copyrights, moral rights, mask works, design rights, trade secrets, know-how, proprietary information, and all registrations and applications related thereto, in each case whether registered or unregistered and including all goodwill associated therewith.

2. IDENTIFICATION OF IP

Patent(s)    Trademark(s)    Copyright(s)    Trade Secret(s)

3. OWNERSHIP AND TITLE

Client represents and warrants that, as of the Effective Date, Client either owns the IP listed in Schedule A or is duly authorized to grant the rights set forth in this Letter. Client retains all right, title and interest in and to the IP except for the limited rights expressly granted to Recipient herein. No transfer of ownership is effected by this Letter unless expressly stated in a signed, written assignment executed by the Parties.

4. GRANT OF RIGHTS

Subject to the terms and conditions of this Letter, Client grants to Recipient a non-exclusive, non-transferable, revocable license to use the IP solely for the Purpose: for the Term described in Section 11. This license does not permit sublicensing, assignment, alteration of ownership notices, or use beyond the scope expressly permitted.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents that it has full corporate power and authority to execute and deliver this Letter and to perform its obligations hereunder. Client further represents that, to the best of its knowledge after reasonable inquiry, the IP listed in Schedule A does not infringe the valid intellectual property rights of any third party. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE IP IS PROVIDED "AS IS" AND CLIENT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

6. INFRINGEMENT NOTICE AND COOPERATION

If Recipient becomes aware of any claim, action or demand alleging that the Recipient's use of the IP infringes third-party rights, Recipient shall promptly notify Client in writing and, upon Client's request and at Client's expense, cooperate in the defense, settlement or other disposition of such claim. Client shall have the sole right to control the defense and settlement of any infringement claim affecting the IP, provided that Client shall not settle any claim that imposes an obligation on Recipient without Recipient's prior written consent.

7. CONFIDENTIALITY

Recipient acknowledges that the IP and any related documentation, specifications, samples or business information disclosed by Client constitute Confidential Information. Recipient shall hold such Confidential Information in strict confidence, shall not disclose it to any third party except as expressly permitted herein, and shall use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

8. INDEMNIFICATION

Recipient shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Letter, unauthorized use of the IP, or violation of applicable law. Client's indemnification obligations for claims of infringement shall be limited as set forth in Section 6.

9. LIMITATION OF LIABILITY

EXCEPT FOR CLAIMS ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, AND EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS LETTER SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RECIPIENT TO CLIENT UNDER A SEPARATE WRITTEN AGREEMENT PERTAINING TO THE IP, IF ANY, OR ONE THOUSAND DOLLARS ($1,000) IF NO SUCH AGREEMENT EXISTS.

10. TERM AND TERMINATION

This Letter shall commence on the Effective Date and continue for Term: unless earlier terminated in accordance with this Section. Either Party may terminate this Letter upon written notice to the other if the other Party materially breaches any provision and fails to cure such breach within Thirty (30) days after receipt of written notice specifying the breach. Upon termination, Recipient shall cease all use of the IP and, at Client's direction, return or certify the destruction of Confidential Information and copies thereof.

11. NOTICES

All notices required or permitted under this Letter shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in certified mail, return receipt requested, to the addresses set forth in the opening paragraph or to such other address as either Party may designate in writing.

12. AMENDMENTS; WAIVER

This Letter may be amended, modified or supplemented only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such right or remedy.

13. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the internal laws of Governing State: without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT; SEVERABILITY

This Letter, including any schedules and exhibits hereto, 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 Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

15. COUNTERPARTS

This Letter 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 transmitted by facsimile or electronic image shall be binding for all purposes.

16. REMEDIES

The Parties acknowledge that monetary damages may be inadequate to remedy certain breaches of this Letter, including unauthorized use or disclosure of the IP or Confidential Information, and agree that the non-breaching Party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

SIGNATURES

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