Legal Rights Agreement

LEGAL RIGHTS AGREEMENT

This Legal Rights Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Grantor Name: , an entity organized as Individual Corporation Limited Liability Company Partnership, with principal place of business at ; and Recipient Name: , an entity organized as Individual Corporation Limited Liability Company Partnership, with principal place of business at .

RECITALS

WHEREAS, Grantor is the sole legal and beneficial owner of certain rights described as (the "Rights");

WHEREAS, Recipient desires to obtain, and Grantor desires to grant, certain rights subject to the terms and conditions set forth herein, including within the territory of and for the field of use of ;

WHEREAS, the parties wish to set forth the terms by which such Rights shall be licensed, transferred or otherwise governed.

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 Legal Rights Agreement and all schedules and exhibits attached hereto. "Effective Date" means the date set forth above. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood as confidential given the nature of the information and the circumstances of disclosure.

2. Grant of Rights

2.1 Grant. Subject to the terms and conditions of this Agreement, Grantor hereby grants to Recipient the following rights with respect to the Rights: Exclusive Non-exclusive. The parties agree that the grant shall be effective in the Territory and Field of Use specified above and shall include the following rights: reproduction, distribution, public performance, display, modification, and sublicense rights as expressly checked herein: Sublicense permitted.

2.2 Limitations. Recipient shall not use the Rights beyond the scope set forth in Section 2.1. Any use not expressly granted herein is reserved to Grantor. Recipient will comply with all applicable laws in exercising the Rights.

3. Consideration

3.1 Payment. In consideration for the rights granted hereunder, Recipient shall pay Grantor the amount of payable in accordance with the payment schedule set forth below.

4. Term and Termination

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated as provided herein.

4.2 Termination for Cause. Either party may terminate this Agreement upon written notice to the other if the other party materially breaches any representation, warranty or obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

5. Representations and Warranties

5.1 Grantor represents and warrants that (a) it has the full right, power and authority to grant the Rights granted herein; (b) to the best of its knowledge no third party owns any right that would conflict with the grant herein; and (c) the exercise of the Rights by Recipient in accordance with this Agreement will not infringe the valid rights of any third party.

5.2 Recipient represents and warrants that it has full corporate or other power and authority to enter into this Agreement and to perform its obligations hereunder.

6. Confidentiality

6.1 Each party shall hold Confidential Information of the other in strict confidence and shall not disclose such information to any third party except as necessary to perform its obligations under this Agreement and subject to confidentiality obligations at least as protective as those contained herein.

7. Assignment

7.1 Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar change of control, provided the assignee assumes all obligations hereunder.

8. Indemnification

8.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of any representation, warranty or covenant contained herein or its negligent or willful misconduct.

9. Limitation of Liability

9.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OR INFRINGEMENT CLAIMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RECIPIENT TO GRANTOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Notices

Grantor Notice Address

Recipient Notice Address

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles that would result in the application of the laws of another jurisdiction.

12. Entire Agreement; Severability; Amendments; Waiver; Counterparts

12.1 Entire Agreement. This Agreement, together with any schedules or exhibits 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.

12.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect to the fullest extent permitted by law.

12.3 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement will be effective unless in a written instrument signed by both parties. No waiver of any breach will constitute a waiver of any other breach.

12.4 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures provided by electronic means or as scanned images will be binding.

13. Miscellaneous

13.1 Survival. Sections which by their nature should survive termination or expiration of this Agreement will so survive, including but not limited to Sections 5 (Representations and Warranties), 6 (Confidentiality), 8 (Indemnification), 9 (Limitation of Liability), and 11 (Governing Law).

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