Legal Meth Agreement

Legal Meth Agreement

This Legal Meth Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: and Provider Name: with principal address: . The Client and Provider are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, Provider has developed a proprietary method, process, protocol and related materials for conducting legal analysis, research workflows and methodological deliverables (the "Method"); and

WHEREAS, Client desires to obtain from Provider a limited right to use, incorporate and receive deliverables based on the Method in accordance with the terms set forth herein; and

WHEREAS, Provider is willing to grant such rights to Client subject to the restrictions, confidentiality obligations, compensation and other covenants contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the Parties agree as follows:

1. Definitions

1.1 "Method" means the proprietary methodology, algorithms, processes, deliverable formats, training materials and documentation developed by Provider and described in Exhibit A (deliverables description). Provider retains all Intellectual Property rights in the Method except as expressly granted in this Agreement.

1.2 "Confidential Information" means non-public information disclosed by either Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. License and Use

2.1 Grant. Subject to the terms and conditions of this Agreement, Provider grants Client a non-exclusive, non-transferable, revocable license to use the Method solely for Client's internal legal analysis and business operations for the Term defined in Section 6. Client shall not sublicense, assign or otherwise transfer the Method except as expressly permitted in writing.

2.2 Restrictions. Client shall not: (a) reverse engineer, decompile or disassemble the Method; (b) remove proprietary notices or markings; (c) use the Method to provide services to third parties except pursuant to a separate written agreement with Provider; or (d) create derivative works that would infringe Provider's residual copyrights or trade secret rights.

3. Deliverables and Acceptance

Provider shall produce the deliverables described in the Deliverables Description below and in the Deliverables Details textarea. Client shall have ten (10) business days after delivery to inspect and notify Provider of any material deficiencies. Absent timely written notice of rejection specifying material non-conformance, the deliverable shall be deemed accepted.

4. Fees and Payment

Client shall pay Provider the fees set forth below. Unless otherwise stated, fees are due within thirty (30) days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Confidentiality

Each Party shall: (a) hold Confidential Information of the other Party in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information except to those employees, contractors or advisors who have a need to know and are bound by confidentiality obligations; and (c) not use Confidential Information except to perform its obligations under this Agreement.

Confidential Information shall not include information that: (i) is or becomes publicly available through no breach by the receiving Party; (ii) was lawfully in the receiving Party's possession prior to disclosure; or (iii) is independently developed without use of or reference to the disclosing Party's Confidential Information.

6. Term and Termination

The initial term of this Agreement shall commence on the Effective Date and continue for unless earlier terminated in accordance with this Section. Either Party may terminate for material breach if the breaching Party fails to cure within thirty (30) days after written notice.

7. Representations and Warranties

Each Party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations. Provider represents that, to Provider's knowledge, the Method does not infringe any third-party intellectual property rights and that Provider has the right to grant the license set forth herein.

8. Indemnification

Provider shall indemnify and defend Client against third-party claims alleging that the Method, as delivered, infringes a valid intellectual property right, provided Client promptly notifies Provider in writing and cooperates in the defense. Client shall indemnify Provider for claims arising from Client's misuse of the Method or unauthorized disclosure.

9. Limitation of Liability

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. 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 designates by written notice delivered in accordance with this Section.

11. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

12. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Miscellaneous

The Parties acknowledge that monetary damages may be inadequate to remedy breaches of Sections 2 (License and Use) and 5 (Confidentiality) and that injunctive relief may be appropriate. The prevailing Party in any dispute shall be entitled to recover reasonable attorneys' fees and costs to the extent permitted by law.

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