Legal NRL Agreement

LEGAL NRL AGREEMENT

This Legal NRL Agreement (the Agreement) is made as of Effective Date: by and between Licensor Name: with principal place of business at and Licensee Name: with principal place of business at .

RECITALS

WHEREAS, Licensor is the owner or authorized licensor of certain intellectual property, technical information, data and other materials described as Licensed Materials: (the Licensed Materials); and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a limited, conditional license to use the Licensed Materials under the terms of this Agreement without any release by Licensor of claims, rights or causes of action that are not expressly and unambiguously waived herein; and

WHEREAS, the parties intend that this Agreement permit specified use of Licensed Materials subject to strict restrictions, reservation of rights and indemnity obligations (a Non-Release License, or NRL).

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 hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means non-public information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including trade secrets, technical data, designs, business plans and customer lists.

1.2 "Licensed Materials" means the items identified above and any derivatives, modifications, improvements or documentation supplied by Licensor to Licensee pursuant to this Agreement.

2. GRANT OF LICENSE

2.1 Grant. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable, revocable license to use the Licensed Materials solely for the Purpose: and only in the Territory: .

2.2 Reservation of Rights. All rights not expressly granted hereunder are reserved to Licensor. This Agreement does not operate as a release of any claim, cause of action, lien, right of indemnity or other right Licensor may have against Licensee, except to the extent expressly and explicitly stated in a written instrument signed by Licensor.

3. RESTRICTIONS

3.1 Prohibited Uses. Licensee shall not sublicense, sell, distribute, reverse engineer, decompile, disassemble, re-create or otherwise exploit the Licensed Materials except as expressly permitted in Section 2.1. Licensee shall not use the Licensed Materials to create products or services that compete with Licensor without prior written consent.

3.2 Marking and Attribution. Licensee shall reproduce all proprietary notices and attributions supplied with the Licensed Materials and shall not remove or obscure such notices.

4. CONSIDERATION

4.1 Payment Terms. Licensee shall pay Licensor the License Fee in accordance with the Payment Schedule: . Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and continue for Term (months): unless earlier terminated in accordance with this Agreement.

5.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Cure Period (days): days after written notice.

5.3 Effect of Termination. Upon termination, Licensee shall cease all use of the Licensed Materials, return or destroy all copies as directed by Licensor and provide written certification of destruction or return within thirty (30) days.

6. CONFIDENTIALITY

Each party shall treat Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed to third parties except to employees, contractors or advisors on a need-to-know basis who are bound by confidentiality no less restrictive than this Agreement.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Authority. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Licensor Warranty. Licensor represents that to the best of its knowledge it has the right to grant the license described herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION

8.1 Indemnity by Licensee. Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and employees from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Licensee's breach of this Agreement, negligent use of the Licensed Materials or claims that arise from Licensee's products or services that incorporate the Licensed Materials.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. Except for liability arising from a party's gross negligence, willful misconduct, or breach of its confidentiality or indemnification obligations, each party's aggregate liability under this Agreement shall not exceed the Liability Cap Amount: .

10. NOTICES

All notices under this Agreement must be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or by electronic mail with confirmation of receipt to the addresses specified above or to such other address as a party may designate by notice in accordance with this Section.

11. ASSIGNMENT

Neither party may assign or transfer this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in the selected state.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, together with any exhibits and schedules hereto, 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.

13.2 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 to replace the invalid, illegal or unenforceable provision with a valid provision that, to the extent possible, achieves the original economic, legal and commercial objectives.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. No amendment or modification of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both parties.

14.2 Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all counterparts together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed original signatures.

15. MISCELLANEOUS

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

15.2 Attorneys' Fees. If any action is brought to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

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