Legal Language Agreement

LEGAL LANGUAGE AGREEMENT

This Legal Language Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , an entity of type Corporation LLC Individual, with principal place of business at ; and Provider Name: , an entity of type Corporation LLC Individual, with principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client engages Provider to develop, refine, and license specified legal language, templates, annotations and related documentation (the "Licensed Language") for use in Client's products, services, or internal processes;

WHEREAS, Provider represents that Provider has the right to grant the rights set forth in this Agreement and has the technical, editorial, and legal expertise to prepare, adapt, and deliver the Licensed Language described herein;

WHEREAS, the Parties desire to set forth the terms under which Provider will deliver Licensed Language and Client will obtain rights to use such Licensed Language under the terms and conditions set forth below.

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

1. DEFINITIONS

1.1 "Licensed Language". Licensed Language means the written legal provisions, clauses, templates, commentary, metadata, and derivative formulations expressly identified in Schedule A and delivered by Provider to Client pursuant to this Agreement and any accepted Deliverables.

1.2 "Deliverables". Deliverables means each version of Licensed Language and any associated files, drafts, notes, or documentation that Provider delivers to Client under this Agreement.

1.3 "Confidential Information". Confidential Information means information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including Licensed Language prior to public release.

2. SCOPE OF LICENSE

2.1 Grant. Subject to the terms and conditions of this Agreement, Provider grants to Client a non-exclusive, non-transferable (except as provided in Section 2.3), worldwide license to reproduce, distribute internally, modify for Client's internal use, and incorporate the Licensed Language into Client's products and services, solely for the Purpose described in Schedule A.

2.2 Restrictions. Client shall not sell, sublicense, distribute to third parties outside of Client's consolidated affiliates, or otherwise make the Licensed Language available as a stand-alone product. Client shall not remove, alter, or obscure any attributions or notices affixed to the Licensed Language without Provider's prior written consent.

2.3 Assignment. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to an acquirer of substantially all of such Party's assets or equity (provided the assignee assumes all obligations hereunder).

3. DELIVERABLES; ACCEPTANCE

3.1 Delivery. Provider will deliver the initial Deliverables in the format and within the schedule set forth in Schedule B. Provider will use commercially reasonable efforts to meet the delivery schedule.

3.2 Acceptance Procedure. Client shall have days after receipt of each Deliverable to notify Provider in writing of any material nonconformity. If Client does not timely notify Provider, the Deliverable shall be deemed accepted.

4. FEES AND PAYMENT

4.1 Fees. In consideration for the license and services provided under this Agreement, Client shall pay Provider Fees in accordance with Schedule C. The initial license fee is USD, payable as set forth in Schedule C.

4.2 Invoicing and Payment. Provider shall invoice Client in accordance with Schedule C. Unless otherwise agreed, payments are due within 30 days of invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Obligations. Each Party will use Confidential Information of the other Party only to perform its obligations or exercise its rights under this Agreement and will protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving Party; or (d) is required to be disclosed by law, provided the disclosing Party is given prompt notice to seek protective relief.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Provider retains all right, title and interest in and to the Licensed Language and any underlying proprietary methods, except for the license rights expressly granted to Client in this Agreement. Client retains ownership of Client-created materials and any data created by Client's use of the Licensed Language.

6.2 Feedback. Any suggestions, improvements, or other feedback provided by Client to Provider regarding the Licensed Language shall be non-confidential and Provider shall have a royalty-free, perpetual, irrevocable license to use such feedback.

7. REPRESENTATIONS AND WARRANTIES

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

7.2 Provider Warranties. Provider represents that, to Provider's knowledge, the Licensed Language does not infringe third-party intellectual property rights and that Provider has the right to grant the license set forth in this Agreement. Provider's sole obligation for breach of this warranty is as set forth in Section 8 (Indemnification).

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from and against any third-party claim that the Licensed Language, as delivered, infringes a third party's United States copyright or issued patent, provided Client promptly notifies Provider in writing of such claim and cooperates in the defense. Provider's obligations do not apply to modifications made by Client or uses not authorized by this Agreement.

8.2 Client Indemnity. Client shall indemnify Provider against claims arising from Client's use of the Licensed Language in a manner not authorized by this Agreement or from Client's modifications to the Licensed Language.

9. LIMITATION OF LIABILITY

Neither Party shall be liable for consequential, incidental, special, punitive, or exemplary damages, even if advised of the possibility of such damages. Except for breaches of confidentiality or indemnification obligations, each Party's aggregate liability for direct damages arising out of this Agreement shall not exceed the total Fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

10. TERM AND TERMINATION

10.1 Term. This Agreement commences on the Effective Date and continues for an initial term of months unless earlier terminated as provided herein.

10.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within 30 days after receipt of written notice specifying the breach.

10.3 Effect of Termination. Upon termination, Client shall cease all use of Licensed Language not expressly permitted post-termination and return or destroy Provider's Confidential Information. Termination will not relieve Client of its obligation to pay fees accrued prior to termination.

11. NOTICES

12. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both Parties. No failure or delay by a Party in exercising any right will operate as a waiver of that right.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law rules. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all 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 and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

15. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Electronic signatures shall be binding and have the same force and effect as original signatures.

SCHEDULE A — DESCRIPTION OF LICENSED LANGUAGE

SCHEDULE C — FEES AND PAYMENT SCHEDULE

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