Legal Little Black Book Agreement

LEGAL LITTLE BLACK BOOK AGREEMENT

This Legal Little Black Book Agreement ("Agreement") is entered into as of by and between Provider Name: , an entity of type Individual Corporation LLC Other, with principal place of business at ; and Recipient Name: , an entity of type Individual Corporation LLC Other, with principal place of business at .

RECITALS

WHEREAS, Provider has compiled and maintains a proprietary compilation of client and contact information, business relationships, referral sources, and related business intelligence (the "Little Black Book"), the selection, arrangement and compilation of which constitute Provider's confidential trade secrets and proprietary information;

WHEREAS, Recipient desires to obtain access to the Little Black Book for the limited business purpose described below, and Provider is willing to grant Recipient a limited, non-exclusive right to access and use the Little Black Book subject to the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to access, use, protection, ownership and non-solicitation related to the Little Black Book.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1 "Little Black Book" means the compilation of names, contact information, client history, notes, referral pathways, and other business intelligence proprietary to Provider, whether in electronic, printed or other format, including any metadata and indexing.

1.2 "Confidential Information" means all non-public information disclosed by Provider relating to the Little Black Book and any other information designated as confidential or that reasonably should be understood to be confidential given the nature and circumstances of disclosure.

2. Grant of Limited Access and License

2.1 Subject to the terms and conditions of this Agreement, Provider grants Recipient a non-exclusive, non-transferable, non-sublicensable, revocable limited right to access and use the Little Black Book solely for the Recipient Purpose described as:

2.2 Recipient shall not copy, reproduce, distribute, create derivative works from, disclose to third parties, or otherwise exploit the Little Black Book except as expressly authorized by Provider in writing.

3. Confidentiality Obligations

3.1 Recipient shall treat all Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care. Recipient shall not disclose Confidential Information to any person except to those employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

3.2 Recipient shall promptly notify Provider in writing of any unauthorized use or disclosure of Confidential Information and shall cooperate with Provider in any remedial action deemed necessary by Provider.

4. Non-Solicitation

4.1 During the Term of this Agreement and for a period of twelve (12) months following termination, Recipient shall not directly solicit, call on, contract with, or otherwise attempt to obtain business from any client, customer, or contact listed in the Little Black Book if such solicitation would interfere with Provider's existing relationship, unless Recipient obtains Provider's prior written consent.

5. Fees and Payment

In consideration for Provider's grant under Section 2, Recipient shall pay Provider the fees set forth below. Such fees are non-refundable except as expressly provided in this Agreement.

6. Term and Termination

6.1 This Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with this Agreement.

6.2 Either party may terminate this Agreement for material breach by the other party upon thirty (30) days' written notice if such breach is not cured within the notice period. Upon termination, Recipient shall cease all use of the Little Black Book and return or certify destruction of all copies of Confidential Information.

7. Ownership and Intellectual Property

7.1 Provider retains all right, title and interest in and to the Little Black Book and all intellectual property rights therein. No ownership rights are conveyed to Recipient by this Agreement except for the limited rights expressly granted herein.

8. Warranties; Disclaimer

8.1 Provider represents that it has the right to grant the rights granted hereunder. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE LITTLE BLACK BOOK IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Indemnification

9.1 Recipient shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Agreement or unlawful use of the Little Black Book.

10. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE FEES PAID BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Notices

Any notice required or permitted by this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

12. Amendments; Waiver; Counterparts

12.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

12.2 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.

13. Governing Law; Entire Agreement; Severability

13.1 Governing Law. This Agreement shall be governed by and construed under the laws of the state specified below without regard to conflicts of law principles.

13.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Remedies

Recipient acknowledges that any breach of Section 2, 3 or 4 may cause Provider irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Provider shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

15. Miscellaneous Provisions

15.1 Assignment. Recipient shall not assign or transfer this Agreement or any rights hereunder without Provider's prior written consent, except that Provider may assign this Agreement in connection with a sale of substantially all of its assets or equity.

15.2 Interpretation. Headings are for convenience only and shall not affect interpretation. The words "including" and "include" shall be deemed to be followed by the words "without limitation" unless the context otherwise requires.

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