Legal PROP & GLIA LPRs Template

LEGAL PROP & GLIA LPRS TEMPLATE

This Legal PROP & GLIA LPRs Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: , an entity of type Individual Corporation LLC Other, located at ; and Party B Name: , an entity of type Individual Corporation LLC Other, located at .

RECITALS

WHEREAS, Party A is the owner or authorized licensor of certain proprietary property rights and tangible or intangible assets described in the Description of LPRs below (collectively, the "Property");

WHEREAS, Party B desires to obtain limited proprietary rights and licenses in the Property, commonly referred to in this Agreement as "LPRs", subject to the terms, restrictions and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights, obligations, consideration and procedures relating to the grant, exercise, recordation and enforcement of the LPRs.

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 "LPRs" means the limited proprietary rights and licenses granted under Section 2, limited to the specific Property described in Section 1.3 and the Description of LPRs field below. LPRs do not include any rights not expressly granted in this Agreement.

1.2 "Confidential Information" means non-public information disclosed pursuant to this Agreement that is designated as confidential or, by its nature, would reasonably be understood to be confidential.

1.3 Description of LPRs (material and scope):

2. GRANT OF LPRS

2.1 Subject to the terms and conditions of this Agreement, Party A hereby grants to Party B a limited, non-transferable, Exclusive Non-exclusive license to use the LPRs solely for the Permitted Purpose defined below and for the Term set forth in Section 3. The grant is limited in territory, scope and medium as set forth in the Description of LPRs and this Agreement.

2.2 Permitted Purpose:

3. TERM AND TERMINATION

3.1 Term. The Term of the LPRs shall commence on the Effective Date and continue for a period of months unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONSIDERATION

4.1 As consideration for the grant of the LPRs, Party B shall pay to Party A the sum of (USD) payable as follows:

5. REPRESENTATIONS AND WARRANTIES

5.1 By Party A. Party A represents and warrants that (a) it has all right, title and authority necessary to grant the LPRs described herein; (b) to its knowledge, the Property does not infringe any third-party intellectual property rights as presently used by Party B for the Permitted Purpose; and (c) there are no outstanding agreements, liens or encumbrances that would materially impair Party B's rights under this Agreement except as expressly disclosed in writing to Party B.

5.2 By Party B. Party B represents and warrants that it will use the LPRs only for the Permitted Purpose and will comply with the terms of this Agreement and all applicable laws and regulations.

6. CONFIDENTIALITY

Each Party shall use Confidential Information of the other Party solely to exercise rights or perform obligations under this Agreement and shall not disclose such Confidential Information to any third party except to its employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. The foregoing shall not apply to information that is or becomes generally available to the public through no breach of this Agreement.

7. INDEMNIFICATION

7.1 Indemnification by Party A. Party A shall indemnify, defend and hold harmless Party B from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of an allegation that the use of the Property as permitted herein infringes a third party's intellectual property rights, provided that Party B promptly notifies Party A in writing of any such claim and cooperates with Party A in the defense.

7.2 Indemnification by Party B. Party B shall indemnify, defend and hold harmless Party A from and against any claims arising from Party B's use of the LPRs outside the Permitted Purpose or in breach of this Agreement, including costs and attorneys' fees.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. RECORDATION & PUBLIC FILINGS

If either Party elects to record, register, or file any document in any public registry to evidence the LPRs, such action shall require the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any such recordation or filing shall not broaden the scope of the rights granted under this Agreement.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

11. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other Party, except that Party A may assign to an affiliate or in connection with a sale of substantially all of its assets so long as the assignee assumes Party A's obligations hereunder in writing.

12. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by duly 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, nor shall any single or partial exercise preclude any other or further exercise of that right or the exercise of any other right.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid provision that comes closest to the Parties' original intent.

15. COUNTERPARTS; SIGNATURES

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 that reproduce the signer's handwritten signature are deemed to be original signatures for all purposes of this Agreement.

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