Legal ROG Agreement

Legal ROG Agreement

This Legal ROG Agreement ("Agreement") is made and entered into as of by and between Party A: , whose principal place of business or residence is (hereinafter "Grantor"), and Party B: , whose principal place of business or residence is (hereinafter "Recipient"). Grantor and Recipient are sometimes individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Grantor has rights, title, or permissible authority with respect to the subject matter described below and is willing to grant certain non-exclusive or exclusive rights and impose certain obligations on Recipient under the terms set forth in this Agreement; and

WHEREAS, Recipient desires to obtain such rights and agrees to accept the obligations, restrictions and consideration described herein; and

WHEREAS, the Parties intend to set forth their respective rights and obligations with specificity and with the intent that this Agreement shall constitute the entire understanding between them with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings: (a) "Subject Matter" means the tangible or intangible property, works, products, materials or rights described as: ; (b) "Effective Date" means the date set forth above; and (c) "Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written, electronic or visual, that is designated as confidential or that a reasonable person would understand to be confidential given its nature 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 Subject Matter:

2.2 Restrictions. The grant is subject to the following restrictions and reserved rights:

3. OBLIGATIONS OF THE PARTIES

3.1 Recipient Obligations. Recipient shall: (a) use the Subject Matter only as expressly permitted; (b) comply with applicable laws and industry standards; (c) implement reasonable security measures to protect Confidential Information; and (d) not assign or transfer rights without Grantor's prior written consent. Additional obligations:

3.2 Grantor Obligations. Grantor represents and warrants that it has the authority to grant the rights described herein and shall: (a) provide reasonably necessary documentation or access as agreed; and (b) not take actions that would materially interfere with Recipient's exercise of the granted rights. Additional commitments:

4. CONSIDERATION

As full consideration for the rights granted and the obligations assumed, Recipient shall pay Grantor the amounts and on the schedule set forth below:

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement.

5.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision and fails to cure such breach within days after receipt of written notice.

5.3 Effects of Termination. Upon termination, Recipient shall cease all use of the Subject Matter as directed, return or destroy Confidential Information at Grantor's election, and promptly pay any sums then due. Surviving obligations shall include accrued payment obligations, Confidentiality, Indemnification, and any provisions that by their nature are intended to survive.

6. CONFIDENTIALITY

Each Party shall protect Confidential Information of the other Party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed except to employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality no less protective than those contained herein. The obligations under this Section shall survive termination for a period of years.

7. INDEMNIFICATION

7.1 By Grantor. Grantor shall indemnify, defend and hold harmless Recipient from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims that the grant as made by Grantor infringes or misappropriates a third party's intellectual property right, provided that Grantor shall have sole control of the defense and any settlement thereof.

7.2 By Recipient. Recipient shall indemnify, defend and hold harmless Grantor from and against claims arising from Recipient's breach of this Agreement, misuse of the Subject Matter, or violation of applicable law in connection with its exercise of the granted rights.

8. LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, or indemnification obligations, neither Party shall be liable for consequential, incidental, special or punitive damages arising out of or related to this Agreement, and each Party's aggregate liability shall be limited to the amounts actually paid by Recipient to Grantor under this Agreement during the period preceding the claim.

9. INTELLECTUAL PROPERTY

Unless expressly provided otherwise, Grantor retains all right, title and interest in and to the Subject Matter and any intellectual property rights therein. Recipient obtains only the limited rights expressly granted in Section 2. Any improvements, modifications or derivative works made by Recipient with respect to the Subject Matter shall be handled as follows:

10. NOTICES

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

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

11.2 Waiver. The waiver by either Party of any breach or default shall not constitute a waiver of any subsequent breach or default.

11.3 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 electronically shall be binding as originals.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties: , without regard to conflict of laws principles.

13. ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the Subject Matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written, relating thereto.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid replacement provision that most nearly effects the Parties' original intent.

15. MISCELLANEOUS

Any failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. The Parties acknowledge that they have read and understood this Agreement and agree to be bound by its terms.

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