Legal License Add-On Agreement

Legal License Add-On Agreement

This Legal License Add-On Agreement ("Add-On Agreement") is entered into as of by and between Licensor: whose principal place of business is at , and Licensee: whose principal place of business is at . Licensor and Licensee are each a "Party" and together the "Parties."

Recitals

WHEREAS, the Parties entered into a license agreement titled "" dated (the "Original Agreement");

WHEREAS, Licensor has developed or will provide an additional software module, enhancement, or feature described herein as the "Add-On"; and

WHEREAS, the Parties desire to amend the scope of the Original Agreement to permit Licensee to use the Add-On subject to the terms and conditions of this Add-On Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. Definitions

1.1 "Add-On" means the functionality, module, or enhancement described in Section 2 and in the Add-On Description field below. Licensor delivers the Add-On subject to the terms of this Add-On Agreement and the Original Agreement.

2. Grant of Add-On License

2.1 Subject to the terms of the Original Agreement and this Add-On Agreement, Licensor hereby grants to Licensee a exclusive non-exclusive, non-transferable, limited license to use the Add-On solely for Licensee's internal business purposes within the Territory defined in the Original Agreement. Any license scope not expressly granted is reserved to Licensor.

2.2 Licensee shall not (a) sublicense, sell, distribute or otherwise transfer the Add-On to third parties, (b) reverse engineer, decompile or disassemble the Add-On except to the extent permitted by applicable law, or (c) remove or alter any proprietary notices.

3. Fees and Payment

3.1 In consideration for the license granted hereunder, Licensee shall pay Licensor the fees set forth below. Unless otherwise specified, all amounts are in US dollars and exclusive of taxes.

3.2 Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Licensee is responsible for all taxes arising from the fees except taxes based on Licensor's income.

4. Term and Termination

4.1 The term of this Add-On Agreement shall commence on the Effective Date and shall continue for unless earlier terminated as provided herein.

4.2 Either Party may terminate this Add-On Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after written notice. Upon termination, Licensee shall cease use of the Add-On and return or destroy all copies as directed by Licensor.

5. Delivery, Installation and Support

5.1 Support: Support and maintenance is included under the following terms. If support is included, Licensor's obligations are limited to the service levels set forth below and do not extend to Licensee modifications not approved in writing.

6. Intellectual Property

6.1 Except for the limited license expressly granted herein, Licensor retains all right, title and interest in and to the Add-On, including all intellectual property rights. Licensee shall not take any action that would impair Licensor's ownership rights.

6.2 Improvements: Any improvements, modifications or derivative works of the Add-On made by or for Licensee shall be deemed part of Licensor's intellectual property unless otherwise agreed in a separate written instrument signed by both Parties.

7. Confidentiality

7.1 Each Party shall treat as confidential and shall not disclose to third parties any Confidential Information of the other Party, except as necessary to perform its obligations under this Add-On Agreement or as required by law. Confidential Information includes, without limitation, non-public technical and business information concerning the Add-On.

7.2 Confidential Information shall not include information that (a) is or becomes generally available to the public through no fault of the receiving Party, (b) was in the receiving Party's possession prior to disclosure, or (c) is rightfully obtained from a third party without restriction.

8. Warranties and Disclaimers

8.1 Licensor warrants that it has the right to grant the license set forth in this Add-On Agreement. Licensor further warrants that the Add-On, as delivered by Licensor, will materially conform to the Add-On Description for a period of following delivery.

8.2 EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 8.1, THE ADD-ON IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification

9.1 Licensor will defend Licensee against any third-party claim alleging that the Add-On, as provided by Licensor, infringes a United States patent, copyright, or trade secret, and will indemnify Licensee for damages awarded by a court of competent jurisdiction, provided that Licensee (a) promptly notifies Licensor in writing of any claim, (b) allows Licensor to control the defense and settlement of the claim, and (c) cooperates with Licensor in the defense.

9.2 Licensor shall have no obligation under this Section 9 with respect to any claim resulting from Licensee's modification of the Add-On, combination of the Add-On with third-party products not supplied by Licensor, or use of the Add-On in a manner not contemplated by this Add-On Agreement.

10. Limitation of Liability

10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR LIABILITY UNDER SECTION 9 (INDEMNIFICATION), EACH PARTY'S AGGREGATE LIABILITY UNDER THIS ADD-ON AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS ADD-ON AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Notices

All notices required or permitted under this Add-On Agreement shall be in writing and shall be deemed received when delivered personally, sent by overnight courier, or three (3) business days after deposit in the U.S. mail, certified or registered, postage prepaid, to the addresses below or to such other addresses as the Parties may designate in writing.

12. Amendments, Waiver and Counterparts

12.1 This Add-On Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party waiving compliance.

12.2 This Add-On 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.

13. Governing Law; Jurisdiction

This Add-On Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or related to this Add-On Agreement.

14. Entire Agreement; Severability

14.1 This Add-On Agreement, together with the Original Agreement and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the Add-On and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter hereof.

14.2 If any provision of this Add-On Agreement is held to be invalid or unenforceable, the remainder of this Add-On Agreement shall remain in full force and effect and shall be construed to carry out the Parties' intent as reflected herein.

Sign Now