Legal LAA Agreement

LEGAL LAA AGREEMENT

This Legal LAA Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address at ("Client"), and Provider Name: with principal address at ("Provider"). Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider owns or controls certain intellectual property, rights, materials, or other assets intended to be licensed, assigned or otherwise authorized for use (the "Licensed Assets"); and

WHEREAS, Client desires to obtain certain rights in and to such Licensed Assets and Provider is willing to grant such rights under the terms and conditions set forth herein; and

WHEREAS, the Parties intend for this Agreement to set forth the Parties' mutual understanding with respect to the License, Assignment and Authorization framework (LAA) for the Licensed Assets.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Licensed Assets" means the assets described by Provider in the Licensed Assets Description field below and any derivative works, improvements or modifications developed under this Agreement.

2. GRANT OF RIGHTS; ASSIGNMENT; AUTHORIZATION

2.1 Grant. Subject to the terms and conditions of this Agreement, Provider hereby grants to Client the following rights with respect to the Licensed Assets: (the "Grant"). The Grant includes the right to use, reproduce, distribute and publicly perform the Licensed Assets to the extent expressly stated in this Agreement.

2.2 Assignment. To the extent any assignment of rights is specified in the Grant, Provider hereby irrevocably assigns to Client those rights expressly identified as assigned, subject to any limitations or retained rights set forth in this Agreement.

2.3 Authorization. Provider authorizes Client to take actions reasonably necessary to exploit the Grant, including the execution of sub-licenses, subject to Provider's prior written consent where this Agreement requires it.

3. CONSIDERATION

3.1 Payment Terms. Client shall pay Provider the Consideration described above in accordance with the payment schedule: Failure to make timely payment shall constitute a material breach.

4. REPRESENTATIONS AND WARRANTIES

4.1 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, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action.

4.2 Provider Warranties. Provider warrants that to the best of its knowledge the Licensed Assets do not infringe the intellectual property rights of a third party, that Provider has the legal right to grant the rights set forth herein, and that the Licensed Assets are delivered free of undisclosed liens and encumbrances.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a Party in connection with this Agreement, whether marked confidential or reasonably understood to be confidential.

5.2 Obligations. Each Party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except as necessary to perform under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

6. TERM AND TERMINATION

6.1 Term. The term of this Agreement shall commence on the Effective Date and continue until Term End Date: unless earlier terminated in accordance with this Agreement.

6.2 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.

6.3 Effect of Termination. Upon termination, all rights granted to Client that are assignable or transferable shall revert to Provider except as otherwise expressly provided. Termination shall not relieve either Party of obligations that accrued prior to termination, including payment obligations and confidentiality obligations which shall survive.

7. INDEMNIFICATION

7.1 Indemnity by Provider. Provider shall indemnify, defend and hold harmless Client from and against any and all losses, liabilities, damages, claims and expenses (including reasonable attorneys' fees) arising out of a third-party claim that the Licensed Assets, as provided by Provider, infringe a third party's intellectual property rights.

7.2 Indemnity by Client. Client shall indemnify, defend and hold harmless Provider from and against any and all losses arising from Client's breach of this Agreement or use of the Licensed Assets beyond the scope of the Grant.

8. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL CONSIDERATION PAID UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the Parties at their addresses set forth below (or as updated by notice in accordance with this Section). Notices shall be deemed delivered when received by the receiving Party.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising out of this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

11.1 Entire Agreement. This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

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

11.3 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. A failure or delay by either Party to exercise any right shall not operate as a waiver of that right.

12. MISCELLANEOUS

12.1 Counterparts. This Agreement 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 delivered by electronic means shall be binding.

12.2 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with the sale of all or substantially all of its business so long as the assignee assumes the assigning Party's obligations.

ADDITIONAL TERMS

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