Legal Partner Initiative Agreement

LEGAL PARTNER INITIATIVE AGREEMENT

This Legal Partner Initiative Agreement ("Agreement") is entered into as of the Effective Date by and between Partner A Name: , with principal place of business at ; and Partner B Name: , with principal place of business at . Effective Date: .

RECITALS

WHEREAS, Partner A and Partner B desire to collaborate on the initiative described as the (the "Initiative") to achieve mutual objectives in accordance with the terms below;

WHEREAS, the parties intend to document their respective roles, responsibilities, intellectual property arrangements, confidentiality obligations and cost sharing for the Initiative; and

WHEREAS, the parties each have the authority and capacity to enter into this Agreement and to perform their obligations hereunder.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below:

"Confidential Information" means all non-public information disclosed by one party to the other, whether in written, oral or electronic form, identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, trade secrets, customers, pricing, and Initiative Materials.

"Initiative Materials" means any materials, deliverables, data, or documentation developed, provided or produced by either party in connection with the Initiative.

2. PURPOSE

The purpose of this Agreement is to set forth the terms under which the parties will collaborate to accomplish the Initiative objectives described in Section 3 and to allocate responsibilities, costs, and intellectual property rights between the parties.

3. SCOPE OF COLLABORATION

The parties shall collaborate on the following scope of work and deliverables:

The parties may from time to time agree in writing to modify the scope of collaboration. Any modification shall be made pursuant to Section 15 (Amendments).

4. ROLES AND RESPONSIBILITIES

Each party shall perform the responsibilities described below in a timely and professional manner in accordance with industry standards.

5. TERM

This Agreement commences on the Commencement Date: and shall continue in full force for a period of months, unless earlier terminated as provided herein.

6. TERMINATION

Either party may terminate this Agreement upon thirty (30) days' prior written notice in the event of a material breach by the other party that remains uncured at the expiration of such notice period. Either party may terminate immediately for insolvency, bankruptcy filing, or appointment of a receiver for the other party's assets.

Upon termination, each party shall return or destroy Confidential Information as provided in Section 7 and shall remit any amounts then due and owing under Section 9.

7. CONFIDENTIALITY

Each party shall (a) hold in confidence the Confidential Information of the other party; (b) not disclose such Confidential Information to any third party without the disclosing party's prior written consent, except to those employees, consultants or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and (c) use the Confidential Information only for the purposes of performing under this Agreement. The foregoing obligations shall not apply to information that is (i) publicly known through no breach of this Agreement, (ii) already known to the recipient without restriction, (iii) rightfully received from a third party without confidentiality obligations, or (iv) independently developed without use of the disclosing party's Confidential Information.

8. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, each party retains all right, title and interest in and to its pre-existing intellectual property. Initiative Materials created jointly by the parties shall be owned jointly, with each party having an undivided interest in such jointly-owned materials, subject to a non-exclusive, royalty-free license to use such materials for the purposes contemplated by this Agreement. Where a party contributes independently-created proprietary materials, that party shall retain ownership and may license use of such materials to the other party on reasonable terms.

9. COMPENSATION AND COST SHARING

Unless otherwise agreed in writing, costs and expenses incurred in connection with the Initiative shall be shared as follows: Partner A: ; Partner B: . Invoices for reimbursable expenses shall be supported by reasonable documentation and paid within days of receipt.

10. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance of this Agreement will not violate any agreement or obligation by which it is bound. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from (a) the Indemnifying Party's breach of this Agreement, (b) the Indemnifying Party's negligence or willful misconduct, or (c) a claim that materials provided by the Indemnifying Party infringe a third party's intellectual property rights.

12. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF CONFIDENTIALITY, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY THE PARTIES TOGETHER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13. INSURANCE

Each party shall maintain insurance coverage appropriate to its obligations under this Agreement, including general liability and professional liability coverage in commercially reasonable amounts. Upon request, a party shall provide a certificate of insurance to the other party.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email (with confirmation of receipt), to the parties at the addresses set forth below or to such other address as either party may designate by written notice to the other.

15. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude any other or further exercise of that right.

16. ASSIGNMENT

Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or to a purchaser of substantially all of its assets or equity, provided that the assignee assumes all obligations hereunder.

17. 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 for all purposes.

18. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes arising out of or relating to this Agreement.

19. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

20. COMPLIANCE WITH LAW

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including data protection and export control laws applicable to the parties' performance.

Sign Now