Legal KOS Contract

LEGAL KOS CONTRACT

This Legal KOS Contract (the "Agreement") is entered into as of Effective Date: by and between Party A Name: with principal address , and Party B Name: with principal address .

RECITALS

WHEREAS, Party A possesses certain proprietary knowledge, technical information, methodologies and materials relating to operational systems and intellectual property to be collectively referred to as "KOS Materials";

WHEREAS, Party B desires to receive access to, and limited rights to use, certain KOS Materials and related services from Party A for the purposes described in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions governing the provision, use, ownership and protection of KOS Materials and related services.

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

1. DEFINITIONS

1.1 "KOS Materials" means all proprietary materials, know-how, processes, specifications, documentation, software, data, designs, methods and technical information provided by Party A to Party B under this Agreement, whether disclosed in written, electronic or oral form.

1.2 "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF RIGHTS AND SERVICES

2.1 Grant. Subject to the terms and conditions of this Agreement, Party A grants Party B a limited, non-exclusive, non-transferable license to use the KOS Materials solely for the internal purposes expressly set forth in Schedule A and only during the Term. Party B shall not sublicense, sell, distribute or otherwise make the KOS Materials available to any third party without prior written consent of Party A.

2.2 Services. Party A will provide the services described in Schedule B (the "Services") in a professional and workmanlike manner consistent with industry standards. Party B shall provide reasonable cooperation and information necessary for Party A to perform the Services.

3. CONSIDERATION

3.1 Fees. In consideration for the license and Services, Party B shall pay Party A the fees set forth in Schedule C. Payment shall be due in accordance with the schedule in Schedule C. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. CONFIDENTIALITY

4.1 Obligations. Each party shall safeguard Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be used or disclosed except as necessary to perform under this Agreement or as required by law.

4.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully obtained by the receiving party from a third party without restriction; or (c) is independently developed without use of or reference to the disclosing party's Confidential Information.

5. OWNERSHIP; INTELLECTUAL PROPERTY

5.1 Ownership. Except for the limited license expressly granted herein, all right, title and interest in and to the KOS Materials, including all intellectual property rights, shall remain the exclusive property of Party A. Nothing in this Agreement shall be construed to transfer ownership of any intellectual property from Party A to Party B.

5.2 Improvements. Any developments, enhancements or modifications to the KOS Materials made by or on behalf of Party A during the Term shall be owned solely by Party A unless otherwise agreed in writing.

6. TERM; TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and continue for the period specified in Schedule D, unless earlier terminated in accordance with this Section.

6.2 Termination for Cause. Either party may terminate this Agreement upon written notice 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.

6.3 Effect of Termination. Upon termination, Party B shall promptly cease all use of the KOS Materials, return or certify destruction of all Confidential Information of Party A and pay all amounts then due. Sections concerning ownership, confidentiality, indemnification and limitation of liability shall survive termination.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

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

7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, KOS MATERIALS AND SERVICES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Party B. Party B shall indemnify, defend and hold harmless Party A and its officers, directors and employees from and against any third-party claims arising out of Party B's misuse of the KOS Materials or breach of this Agreement, provided Party A gives prompt written notice and sole control of the defense to Party B.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. INSURANCE

Each party shall, at its own expense, maintain insurance coverage customary for its industry and adequate to cover its liabilities under this Agreement. Upon request, each party shall provide evidence of such insurance to the other party.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below and shall be effective upon receipt.

11. AMENDMENT; WAIVER; COUNTERPARTS

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

11.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right unless in writing.

11.3 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. Signatures delivered by electronic means shall be binding.

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 choice-of-law principles.

12.2 Entire Agreement. This Agreement, together with all Schedules, constitutes the entire agreement and understanding between the parties with respect to the subject matter and supersedes all prior oral or written agreements.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the parties' intent.

13. MISCELLANEOUS

13.1 Assignment. Neither party may assign this Agreement 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.

13.2 Independent Contractors. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship.

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