Legal Models Contract

LEGAL MODELS CONTRACT

This Legal Models Contract (the "Agreement") is entered into as of Effective Date: by and between Party A Name: with Address: (hereinafter "Model Provider"), and Party B Name: with Address: (hereinafter "Client"). Both parties are referred to collectively as the "Parties."

RECITALS

WHEREAS, Model Provider develops, maintains, and licenses model assets, templates, specifications and related deliverables for commercial use; and

WHEREAS, Client desires to obtain a license to use and integrate certain model assets and Model Provider is willing to grant such license on the terms and conditions set forth herein; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to development, delivery, use, confidentiality, ownership and payment.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement 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 "Model Assets" means the specific models, source code, training data annotations, documentation and related materials described in Exhibit A attached hereto or listed in the Deliverables section. 1.2 "Deliverables" means the tangible or electronic items to be delivered by Model Provider to Client under this Agreement. 1.3 "Confidential Information" has the meaning set forth in Section 6.

2. SCOPE OF LICENSE AND SERVICES

2.1 Grant. Subject to the terms of this Agreement and receipt of all fees and payments, Model Provider grants to Client a non-exclusive, non-transferable, worldwide license to use the Model Assets for Client's internal business purposes, or as otherwise specified below:

License Type (select one or more that apply): Internal use Embedding within Client SaaS Resale / Redistribution

2.2 Services. Model Provider shall provide the services and deliverables described in the Scope of Services below and in any mutually executed Statement of Work. The Parties acknowledge that any materials or modifications outside the Scope of Services require a written change order and may incur additional fees.

3. DELIVERY; ACCEPTANCE

3.1 Delivery. Model Provider shall deliver the Deliverables by the delivery dates set forth in the Scope of Services. Delivery may be electronic or physical as stated in a Statement of Work. Risk of loss for tangible Deliverables transfers to Client upon delivery to the carrier.

3.2 Acceptance. Client shall have a thirty (30) day period following delivery to inspect and test Deliverables for material nonconformance. If Client provides notice of nonconformance describing material defects, Model Provider shall, at its expense, correct such defects within a commercially reasonable time. Failure to provide such notice constitutes acceptance.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay the fees specified in the payment schedule below. All fees are exclusive of taxes. Client shall be responsible for any sales, use, value-added or similar taxes, except taxes based on Model Provider's income.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public information disclosed by one Party to the other, whether in oral, written or electronic form, that is 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 Obligations. The receiving Party shall: (a) hold Confidential Information in confidence using at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only as necessary to perform its obligations under this Agreement; and (c) not disclose Confidential Information except to those employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided in this Agreement, Model Provider retains all right, title and interest in and to the Model Assets, including all intellectual property rights therein. Client acquires only the limited license rights expressly granted in Section 2.

6.2 Modifications. Unless otherwise agreed in writing, any modifications, improvements or derivative works of the Model Assets made by or for Client shall be owned by Model Provider, subject to a license back to Client only if expressly granted in writing.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

7.1 Mutual Representations. Each Party represents that it has full power and authority to enter into this Agreement and that the person signing on its behalf is authorized to do so.

7.2 Model Provider Warranty. Model Provider warrants that it has the right to grant the license set forth herein. For a period of thirty (30) days following acceptance, Model Provider warrants that the Deliverables will substantially conform to the specifications set forth in the Scope of Services. Client's sole remedy for breach of this warranty will be the correction of nonconforming Deliverables or, if Model Provider cannot cure, a refund of fees paid for such Deliverables.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION, THE DELIVERABLES AND MODEL ASSETS ARE PROVIDED "AS IS" AND MODEL PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Indemnity by Model Provider. Model Provider shall indemnify, defend and hold harmless Client from and against any third-party claim alleging that the use of the Model Assets in accordance with this Agreement infringes a third party's United States patent, copyright or trademark rights, provided that Client gives Prompt Notice of the claim, cooperates in the defense and allows Model Provider sole control of the defense and settlement.

8.2 Indemnity by Client. Client shall indemnify Model Provider from and against claims arising from Client's misuse of the Model Assets, Client's breach of this Agreement, or Client's combination of Model Assets with third-party technology in a manner not contemplated by this Agreement.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO MODEL PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

10. TERM AND TERMINATION

10.1 Term. This Agreement commences on the Effective Date and continues for an initial term of unless earlier terminated in accordance with this Section.

10.2 Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party materially breaches a provision of this Agreement and fails to cure such breach within the notice period.

10.3 Effect of Termination. Upon termination, Client shall cease all use of the Model Assets and, if requested by Model Provider, return or destroy all Confidential Information and certify such destruction in writing.

11. NOTICES

All notices required or permitted under this Agreement must be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, to the addresses set forth below or to such other address as a Party designates by notice.

12. AMENDMENT; WAIVER; COUNTERPARTS

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

12.2 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: without regard to its conflict of laws principles.

13.2 Entire Agreement. This Agreement, together with any exhibits or Statements of Work executed hereunder, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to its subject matter.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute provision to achieve, to the extent possible, the original intent of the Parties.

ADDITIONAL PROVISIONS

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