Legal Lurkis Agreement

LEGAL LURKIS AGREEMENT

This Legal Lurkis Agreement ("Agreement") is entered into as of Effective Date: by and between Party A: , Address: , Entity Type: Individual Corporation LLC (collectively "Licensor"), and Party B: , Address: , Entity Type: Individual Corporation LLC ("Licensee"). Licensor and Licensee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Licensor has developed certain proprietary materials, trade secrets, know-how, technical data and related documentation identified as Lurkis Materials that are useful for the development, marketing or operation of Licensee's services and products (the "Lurkis Materials"); description:

WHEREAS, Licensee desires a limited license to use the Lurkis Materials for the specific purposes set forth in this Agreement, and Licensor is willing to grant such license on the terms and conditions contained herein; and

WHEREAS, the Parties intend by this Agreement to define their respective rights and obligations with respect to the Lurkis Materials and any related confidential information, modifications, and derivative works.

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 acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by one Party to the other, whether in written, oral, electronic or other form, including but not limited to business plans, technical data, formulas, designs, software, specifications, Lurkis Materials, pricing and customer information, provided such information is marked as confidential or reasonably should be understood to be confidential.

1.2 "Lurkis Materials" means the materials described above and any materials identified in Annex A (if any) or supplied by Licensor to Licensee under this Agreement, including all copies, embodiments and tangible manifestations thereof.

2. GRANT OF LICENSE

2.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to use the Lurkis Materials solely for the Purpose described as:

2.2 Restrictions. Licensee shall not (a) reverse engineer, disassemble, decompile or otherwise attempt to derive the source code or underlying structure of the Lurkis Materials, (b) distribute, sell, rent, lease, sublicense or otherwise transfer the Lurkis Materials to any third party except as expressly permitted herein, or (c) remove or alter any proprietary notices or labels on the Lurkis Materials.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement. Renewal: Automatic renewal

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

3.3 Effect of Termination. Upon termination or expiration, Licensee shall immediately cease all use of the Lurkis Materials, return or destroy all copies as directed by Licensor, and certify in writing compliance with such return or destruction within 10 days.

4. FEES AND PAYMENT

4.1 Fees. In consideration for the license granted herein, Licensee shall pay Licensor a fee in the amount of (USD) according to the following schedule:

4.2 Late Payment. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Licensee shall be responsible for all reasonable collection costs, including attorneys' fees.

5. CONFIDENTIALITY

5.1 Obligation. Each Party shall maintain the other Party's Confidential Information in strict confidence and shall not disclose such information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

5.2 Exceptions. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement; (b) was in the receiving Party's possession prior to receipt from the disclosing Party; (c) is independently developed without reference to the disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving Party uses reasonable efforts to give prompt notice to seek protective relief.

5.3 Duration. Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except for the limited license expressly granted herein, Licensor retains all right, title and interest in and to the Lurkis Materials and all intellectual property rights therein. No rights are granted to Licensee other than those expressly set forth in this Agreement.

6.2 Improvements. Any improvements, modifications or derivative works of the Lurkis Materials made by Licensee shall be deemed to incorporate Licensor's intellectual property and, unless otherwise agreed in writing, shall be owned by Licensor. The Parties may negotiate separate terms to address ownership of joint developments.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement, and that the execution and performance of this Agreement will not violate any law, regulation or agreement binding on such Party.

7.2 Licensor Warranty. Licensor represents that to its knowledge the Lurkis Materials do not infringe the intellectual property rights of any third party. Licensor does not, however, warrant that the Lurkis Materials will meet Licensee's particular requirements or that use will be uninterrupted or error-free.

8. INDEMNIFICATION

8.1 Indemnification by Licensor. Licensor shall indemnify and hold harmless Licensee from and against any third-party claims alleging that the Lurkis Materials, as provided to Licensee and used in accordance with this Agreement, infringe a third party's intellectual property rights, provided Licensee gives prompt written notice and allows Licensor to control the defense and settlement of such claim.

8.2 Indemnification by Licensee. Licensee shall indemnify and hold harmless Licensor from and against any claims arising from Licensee's breach of this Agreement, misuse of the Lurkis Materials, or its products or services incorporating the Lurkis Materials.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

10. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth below or to such other address as may be designated by a Party in writing:

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.

11.2 Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof unless made in writing and signed by the waiving Party.

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 and the same instrument. Signatures delivered by electronic means shall be effective as original signatures.

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 state or jurisdiction specified here: without regard to its conflicts of law principles.

12.2 Entire Agreement. This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings, whether written or oral.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute, valid provision that most nearly effects the Parties' original intent.

MISCELLANEOUS

13.1 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes all obligations under this Agreement.

13.2 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be deemed to create an agency, partnership, joint venture or employment relationship between the Parties.

13.3 Remedies. Except as otherwise provided, remedies under this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity, including injunctive relief to prevent actual or threatened breaches of confidentiality or infringement.

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