Legal PVL Contract Agreement

LEGAL PVL CONTRACT AGREEMENT

This Legal PVL Contract Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: with principal place of business at ("Provider"), and Client Name: with principal place of business at ("Client").

RECITALS

WHEREAS, Provider has developed certain PVL technology, materials, documentation and processes related to PVL services and deliverables (collectively, "PVL Materials"); and

WHEREAS, Client desires to obtain from Provider a license to use and access the PVL Materials and to receive related services, and Provider is willing to provide such license and services under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the PVL Materials, services, fees, confidentiality, intellectual property, and allocation of risk.

NOW THEREFORE, in consideration of the mutual covenants 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 "Agreement" means this contract, including all exhibits and schedules incorporated by reference. "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential. "Services" means the PVL-related services described in Section 2 and Exhibit A (if any).

2. SCOPE OF SERVICES AND LICENSE

2.1 License Grant. Subject to the terms and conditions of this Agreement, Provider hereby grants to Client a non-exclusive, non-transferable, limited license to use the PVL Materials solely for Client's internal business purposes for the Term. Client shall not sublicense, sell, distribute, or make the PVL Materials available to third parties except as expressly permitted in writing by Provider.

2.2 Services. Provider shall perform the Services described in the Deliverables: Provider will use commercially reasonable efforts and personnel of sufficient skill and experience to perform the Services in accordance with industry standards.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Term Start Date: and shall continue until Term End Date: unless earlier terminated as provided herein.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights accrued prior to termination.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the Fees as follows: Amount: $ payable according to the schedule below.

4.2 Taxes. All fees are exclusive of taxes. Client shall be responsible for any applicable sales, use, value-added, or other taxes (excluding taxes based on Provider's net income).

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each party shall: (a) protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information only to exercise rights and perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted herein.

5.2 Duration. The obligations in this Section shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Provider retains all right, title and interest in and to the PVL Materials and any derivatives thereof. Client acquires only the limited license expressly granted in Section 2. Nothing in this Agreement shall transfer ownership of Provider's intellectual property.

6.2 Client Materials. Client retains ownership of any materials provided by Client to Provider. Provider shall have a limited, non-exclusive right to use Client materials solely to perform the Services.

7. REPRESENTATIONS AND WARRANTIES

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

7.2 Provider Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with industry standards. The foregoing warranty is exclusive and in lieu of all other warranties, whether express, implied or statutory, including any implied warranties of merchantability or fitness for a particular purpose.

8. INDEMNIFICATION

8.1 Indemnification by Provider. Provider shall indemnify, defend and hold Client harmless from and against any third-party claim alleging that the PVL Materials infringe a third party's issued patent, copyright or trademark, provided that Client promptly notifies Provider of such claim and allows Provider to control the defense and settlement of the claim.

8.2 Indemnification by Client. Client shall indemnify, defend and hold Provider harmless from and against any third-party claim arising from Client's breach of this Agreement or Client's use of the PVL Materials in violation of the license grant.

9. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of Section 5 (Confidentiality) or a party's indemnification obligations, neither party's aggregate liability for claims arising under or related to this Agreement shall exceed the total Fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

10. NOTICES

All notices, requests and communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

11. 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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

12. ENTIRE AGREEMENT

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, proposals, and communications, whether oral or written.

13. SEVERABILITY

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

14. AMENDMENTS, WAIVER AND COUNTERPARTS

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

14.2 Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach or of such provision.

14.3 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 transmitted by electronic means shall be deemed original signatures for all purposes.

15. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. Each party shall perform its obligations hereunder in compliance with applicable laws and regulations. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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