Legal Non-Piracy Agreement

LEGAL NON-PIRACY AGREEMENT

This Legal Non-Piracy Agreement (the "Agreement") is entered into as of by and between Party A: , an entity (select type) Individual Corporation Limited Liability Company Other, with principal place of business at ; and Party B: , an entity (select type) Individual Corporation Limited Liability Company Other, with principal place of business at .

RECITALS

WHEREAS, Party A develops, licenses, or distributes protected works, software, recordings, audiovisual works, or other copyrighted material (collectively, "Protected Works"); and

WHEREAS, Party B may obtain access to or interact with Protected Works in the course of commercial or other activities and the parties desire to prevent unauthorized copying, distribution, circumvention, facilitation or other acts commonly understood as "piracy"; and

WHEREAS, the parties intend by this Agreement to establish mutually binding obligations to prevent piracy, to provide mechanisms for reporting and investigation, and to set forth remedies for breaches.

NOW, THEREFORE, in consideration of the mutual promises 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 "Piracy" means any unauthorized reproduction, distribution, public performance, public display, sharing, making available, trafficking in devices or services designed to circumvent technological protection measures, or other unauthorized exploitation of Protected Works in violation of applicable law or the owner's rights.

1.2 "Effective Date" means the date set forth in the opening paragraph of this Agreement.

2. NON-PIRACY COVENANT

2.1 Covenant. Each party covenants and agrees that it shall not, and shall cause its officers, directors, employees, contractors, agents, affiliates and sublicensees not to, engage in Piracy of the other party's Protected Works. This covenant includes, without limitation, refraining from: (a) copying, reproducing, or distributing Protected Works without a valid license or express written consent; (b) offering, selling, or otherwise providing access to devices, tools, services, or instructions that facilitate circumvention of technological protection measures; and (c) uploading, posting, or otherwise making available Protected Works to public or private networks where unauthorized access, downloading, or distribution occurs.

2.2 Affirmative Steps. Each party shall implement reasonable technological and administrative measures appropriate to its operations to prevent Piracy, including, where applicable, access controls, takedown procedures, employee training, and cooperation with investigations.

3. PERMITTED USES

3.1 License Exceptions. Nothing in this Agreement restricts a party's right to use Protected Works pursuant to an express license, lawful exception, fair use as determined under applicable law, or other lawful authorization. A party seeking reliance on an exception shall retain documentation evidencing the authorization and shall provide it to the other party upon reasonable request.

4. REPORTING, INVESTIGATION AND REMEDIATION

4.1 Reporting. Each party shall designate a primary contact for reports of suspected Piracy. A report shall state the identity of the reporting party, reasonably specific facts concerning the alleged Piracy, and any available evidence. Parties shall act in good faith and avoid frivolous or bad-faith reports.

4.2 Investigation. Upon receipt of a credible report, the receiving party shall promptly investigate and, where appropriate, take interim measures to prevent ongoing infringement, including removal of infringing content under its control and steps to secure evidence required for enforcement.

5. REMEDIES

5.1 Equitable and Legal Remedies. A breach of the non-piracy covenant shall entitle the non-breaching party to seek any and all remedies available at law or in equity, including injunctive relief, specific performance, statutory damages where applicable, and recovery of attorneys' fees and costs incurred in enforcing rights under this Agreement.

5.2 Mitigation. The non-breaching party shall use commercially reasonable efforts to mitigate damages and shall, where practicable, provide the breaching party a reasonable opportunity to cure any breach that is curable within ten (10) business days before seeking emergency equitable relief, provided that irreparable harm may justify immediate relief.

6. CONFIDENTIALITY

6.1 Confidential Information. Information disclosed in connection with reports, investigations, or mitigation efforts that is reasonably understood to be confidential shall be treated as Confidential Information pursuant to the parties' existing confidentiality obligations. In absence of a separate agreement, the parties agree to maintain confidentiality of investigative materials and not to disclose them except as required by law or to enforce rights hereunder.

7. TERM AND TERMINATION

7.1 Term. This Agreement shall commence on the Effective Date and continue for a period of years, unless earlier terminated in accordance with this Section.

7.2 Termination for Cause. Either party may terminate this Agreement for material breach if the breaching party fails to cure within thirty (30) days of written notice specifying the breach, provided that breaches involving ongoing Piracy may justify immediate termination.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or legal power and authority to enter into this Agreement and to perform its obligations hereunder, and that its execution and performance of this Agreement will not violate any other agreement to which it is a party.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a third-party claim to the extent caused by the Indemnifying Party's breach of this Agreement or its willful engagement in Piracy.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or a party's breach of the non-piracy covenant or indemnification obligations, neither party shall be liable to the other for consequential, incidental, punitive, or special damages, and each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed unless otherwise required by applicable law.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, overnight courier, or personal delivery, or by any other method agreed in writing by the parties, and shall be deemed given upon receipt.

12. AMENDMENTS AND WAIVER

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

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below, without regard to conflict of laws principles. Applicable governing law jurisdiction:

14. ENTIRE AGREEMENT

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

15. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

16. 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.

17. CERTIFICATION

Each party certifies that the individual signing below is duly authorized to execute this Agreement on behalf of the party and that by signing, the party agrees to be bound by all terms and obligations set forth herein.

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