Legal Precedent Document

LEGAL PRECEDENT DOCUMENT

This Legal Precedent Document (the Agreement) is made as of by and between Precedent Provider: (Provider), a Corporation LLC Individual, and Recipient: (Recipient), a Corporation LLC Individual.

RECITALS

WHEREAS, Provider maintains a curated compilation of judicial opinions, model pleadings, statutory analyses, annotations, and associated editorial commentary (the Precedents) described as:

WHEREAS, Recipient desires to obtain a license to reference, cite and use the Precedents in connection with its legal research, pleadings and client advisories subject to the terms and limitations set forth herein; and

WHEREAS, Provider is willing to grant such license on the terms contained in this Agreement.

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

For purposes of this Agreement: (a) "Precedents" means the materials described above and any updates delivered under Section 4; (b) "Licensed Use" means internal legal research, preparation of pleadings and client advisories and citation in court filings permitted by Provider in writing; and (c) "Territory" means .

2. GRANT OF LICENSE

Provider hereby grants to Recipient a non-exclusive, non-transferable, revocable license during the Term to use the Precedents solely for Licensed Use in the Territory, subject to the restrictions set forth in Section 3. The license expressly excludes: (i) resale, sublicensing or distribution to third parties except as expressly permitted in writing; and (ii) incorporation of Precedents into any product for commercial redistribution.

3. RESTRICTIONS ON USE

Recipient shall not: (a) remove, alter or obscure any copyright, trademark or attribution notices contained in the Precedents; (b) claim authorship of Provider editorial content; (c) use Precedents to provide legal research services to third parties for a fee unless Provider has provided prior written consent; or (d) reverse engineer any compilation or indexing method used by Provider.

4. DELIVERY, UPDATES AND MAINTENANCE

Provider shall deliver to Recipient an initial copy of the Precedents by the Effective Date and shall provide updates as they become available. Updates shall be delivered electronically or in the medium agreed by the parties. Recipient acknowledges that Provider may, at its discretion, discontinue maintenance of particular annotations or editorial content upon sixty (60) days' prior written notice.

5. CONFIDENTIALITY

The parties acknowledge that certain portions of the Precedents may be Provider Confidential Information. Recipient shall treat such Confidential Information with the same degree of care as it accords its own confidential information but in no event less than reasonable care, and shall not disclose such Confidential Information to third parties except to the extent disclosure is required by law or as necessary to perform Licensed Use.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Provider represents that to the best of its knowledge it has the rights necessary to grant the license herein. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

Recipient shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any third-party claim arising out of Recipient's breach of this Agreement or unauthorized use of the Precedents. Provider shall promptly notify Recipient of any such claim and shall reasonably cooperate in the defense.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES ARISING FROM THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for unless earlier terminated in accordance with this Section. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice. Upon termination, Recipient shall cease all use of the Precedents and, upon Provider's request, return or certify destruction of all copies.

10. RECORDS AND AUDIT

Provider may, upon reasonable prior notice and during normal business hours, audit Recipient's records to verify compliance with the terms of this Agreement. Any such audit shall be conducted no more than once per calendar year unless a material breach is suspected. Recipient shall retain records relevant to Licensed Use for a period of three (3) years following termination.

11. FEES

As consideration for the license granted herein, Recipient shall pay Provider the fees described below. Fee type: Flat Fee Subscription If applicable, Fee Amount: Payment terms:

12. NOTICES

Notices shall be in writing and shall be effective upon receipt when delivered by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or such other address as either party may designate by notice pursuant to this Section.

13. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of a party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

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. Signatures delivered by electronic transmission shall be deemed originals for all purposes.

MISCELLANEOUS

The parties acknowledge that injunctive relief may be an appropriate remedy for a breach of Sections 2 or 5 and agree that monetary damages may be inadequate. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

ADDITIONAL PROVISIONS

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