Legal Material Contract

LEGAL MATERIAL CONTRACT

This Legal Material Contract (the "Agreement") is entered into as of the day of , (the "Effective Date"), by and between Provider Name: , a Individual Corporation with principal place of business at , and Recipient Name: , a Individual Corporation with principal place of business at . Provider and Recipient may each be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is engaged in the creation, compilation, and delivery of certain tangible and intangible materials, including but not limited to reports, designs, data, documentation and source files (collectively, "Materials"); and

WHEREAS, Recipient desires to obtain from Provider certain Materials and associated rights to use such Materials under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide and deliver Materials to Recipient and to grant the rights set forth below in consideration of the mutual covenants herein.

NOW, THEREFORE

In consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Materials" means all tangible and intangible works, deliverables, drafts, documentation, data, and other items described in Exhibit A: Description of Materials, whether created prior to or after the Effective Date, and any embodiments thereof.

1.2 "Deliverable" means a discrete item of Materials delivered by Provider to Recipient in accordance with the schedule and acceptance criteria set forth in this Agreement.

2. SCOPE OF MATERIALS AND DELIVERY

2.1 Provider shall prepare and deliver the Materials described in Exhibit A in accordance with the schedule set forth in Exhibit A. Provider shall use commercially reasonable efforts to meet delivery dates, and shall notify Recipient in writing of any anticipated delay.

2.2 Delivery shall be deemed complete upon Provider's delivery of the Materials to the Recipient's designated contact by the delivery method specified in Exhibit A, and upon Recipient's written or electronic acknowledgment of receipt.

3. ACCEPTANCE; REVISIONS

3.1 Recipient shall have a period of days from delivery to inspect the Deliverable and either accept it in writing or provide Provider with a written notice of nonconformity specifying defects. Failure to provide such notice within the acceptance period shall constitute acceptance.

3.2 Following notice of nonconformity, Provider shall, at Provider's expense, correct the nonconforming Deliverable and resubmit it for acceptance. Revisions shall be limited to those necessary to cure the nonconformity.

4. INTELLECTUAL PROPERTY; OWNERSHIP

4.1 Except as expressly set forth in Section 4.2, Provider and its licensors retain all right, title and interest in and to the Materials, including all copyrights, trade secrets and other intellectual property rights.

4.2 Subject to full payment of all amounts due under this Agreement and compliance with its terms, Provider grants Recipient a non-exclusive, non-transferable, non-sublicensable license to use the delivered Materials solely for Recipient's internal business purposes as described in Exhibit A. Any rights not expressly granted are reserved by Provider.

5. CONFIDENTIALITY

5.1 Each Party acknowledges that in connection with this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Each Party agrees (a) to use Confidential Information solely for the purposes of performing under this Agreement, (b) to restrict disclosure to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) to take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

6. PAYMENT

6.1 As full consideration for the rights and delivery of Materials, Recipient shall pay Provider the fees set forth below and any payment schedule in Exhibit A.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents and warrants that to the best of its knowledge the Materials will not infringe the intellectual property rights of any third party and that Provider has the right to grant the license set forth in Section 4.2.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE MATERIALS ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider shall indemnify and hold harmless Recipient from and against any third-party claim arising out of Provider's breach of Section 7.1 or any allegation that the Materials, as delivered, infringe a third party's intellectual property rights, provided that Recipient promptly notifies Provider in writing of the claim and cooperates in the defense.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. TERM AND TERMINATION

10.1 This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Section, continues until the Parties have performed all obligations set forth herein.

10.2 Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured thirty (30) days after receipt of written notice specifying the breach.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice in accordance with this Section. Notice is effective upon receipt.

12. AMENDMENTS; WAIVER; SEVERABILITY

12.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

12.2 A Party's failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

12.3 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute provision that most nearly effects the Parties' intent.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its principles of conflicts of law.

14. ENTIRE AGREEMENT

This Agreement, together with all exhibits and attachments referenced herein, 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.

15. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

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