Legal Openness Agreement

LEGAL OPENNESS AGREEMENT

This Legal Openness Agreement (the Agreement) is made as of Effective Date: , by and between Client Name: , entity type Select: Individual Corporation LLC Other , principal place of business: ; and Provider Name: , entity type Select: Individual Corporation LLC Other , principal place of business:

RECITALS

WHEREAS, each party possesses or may develop certain written, electronic or other materials, data, code, documentation, policies or legal instruments (collectively, the Open Materials) that the parties desire to make available publicly or to third parties under the terms set forth in this Agreement; and

WHEREAS, the parties seek to define the scope of permitted disclosure, licensing, limitations, and responsibilities associated with the intentional public availability of Open Materials while preserving specified confidentiality and legal protections for excluded categories of information.

WHEREAS, the parties desire to encourage reuse, modification and redistribution of Open Materials by granting clear licenses and complying with applicable law.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Open Materials" means the specific materials, data, documentation, code and other content that the Disclosing Party elects to make available under this Agreement. Description of Open Materials:

1.2 "Confidential Information" means information that is designated in writing as confidential at the time of disclosure or that, by its nature, would reasonably be understood to be confidential, excluding information expressly excluded under Section 3.1 below.

2. GRANT OF OPENNESS

2.1 Subject to the terms and exclusions of this Agreement, the Disclosing Party hereby grants to the Receiving Party and to the public a royalty-free, non-exclusive, worldwide, transferable, sublicensable, perpetual license to use, reproduce, modify, distribute and publicly display the Open Materials for any purpose, provided that any use of the Open Materials complies with the attribution and notice requirements set forth in Section 2.3.

2.2 The license granted under this Agreement does not transfer ownership of any intellectual property rights in the Open Materials; ownership remains with the Disclosing Party unless an express written assignment is executed.

2.3 Attribution and Notices: Any public distribution of Open Materials must reproduce any copyright, trademark, license and attribution notices included by the Disclosing Party, and must include the following notice: "Portions made available under the Legal Openness Agreement between the parties."

3. PERMITTED DISCLOSURES; EXCLUSIONS

3.1 Exclusions. Notwithstanding any grant of openness, the following categories shall be excluded from Open Materials unless expressly consented to in writing and initialed by the Disclosing Party: (a) trade secrets and proprietary algorithms; (b) personally identifiable information and data subject to privacy laws; (c) information subject to third-party confidentiality obligations; (d) attorney work product and privileged communications.

3.2 Required Disclosures. If a party is compelled by law, court order or administrative process to disclose any Open Materials or Confidential Information, that party shall, to the extent permitted by law, provide prompt written notice to the Disclosing Party and reasonably cooperate with the Disclosing Party to resist or narrow the required disclosure.

4. INTELLECTUAL PROPERTY; LICENSE CONDITIONS

4.1 Moral Rights. To the extent permitted by law, the Disclosing Party hereby waives any moral rights in the Open Materials for the purposes of enabling the public license granted by this Agreement.

4.2 License Conditions. Any sublicenses shall be subject to the same notice and attribution obligations as set forth herein. The Disclosing Party may specify additional reasonable conditions for the use of specified Open Materials by listing such conditions here:

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to grant the rights and licenses set forth herein, and that, to the knowledge of the representing party, the exercise of such rights will not infringe the rights of any third party.

5.2 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, THE OPEN MATERIALS ARE PROVIDED "AS IS" AND THE DISCLOSING PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6. INDEMNIFICATION

6.1 Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of the Indemnifying Party's representations, warranties or covenants under this Agreement or from the Indemnifying Party's willful misuse of Open Materials.

7. LIMITATION OF LIABILITY

7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR LOSS OF BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED THOUSAND DOLLARS (USD 100,000) OR THE AMOUNT OF DIRECT DAMAGES PROVEN, WHICHEVER IS LESS. (ENTER CAP AMOUNT IF DIFFERENT):

8. TERM; TERMINATION; SURVIVAL

8.1 This Agreement commences on the Effective Date and continues until terminated by either party upon thirty (30) days' prior written notice. Termination shall not affect rights already granted to third parties or accrued obligations. The rights and obligations that by their nature survive termination, including Sections 2, 4, 5, 6, 7 and 11, shall survive termination.

9. NOTICES

Notices to Party A (Client):

Notices to Party B (Provider):

10. AMENDMENTS; WAIVER

10.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties. The waiver by either party of a breach of any provision does not operate or be construed as a waiver of any subsequent breach.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

11.1 Governing Law. 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. Governance jurisdiction:

11.2 Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.

11.4 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. Signatures delivered by electronic means shall be effective as originals.

MISCELLANEOUS PROVISIONS

12.1 No Admission. Nothing in this Agreement shall be deemed an admission of liability or wrongdoing by either party.

12.2 Remedies. The parties acknowledge that a breach of the obligations set forth in this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy; accordingly, each party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Sign Now