Legal Sentence Template

Legal Sentence Template

This Legal Sentence Template License Agreement (the "Agreement") is made as of Effective Date: by and between Provider Name: with principal place of business at , and Licensee Name: with principal place of business at .

Recitals

WHEREAS, Provider develops, curates and maintains a collection of drafting language and sentence constructions intended for use in legal documents and agrees to make certain Legal Sentence Templates available to third parties; and

WHEREAS, Licensee desires to obtain and Provider is willing to grant a license to use certain Legal Sentence Templates subject to the terms and conditions set forth herein;

WHEREAS, the parties intend by this Agreement to define the permitted uses, ownership rights, fees, confidentiality obligations, and remedies related to the Licensed Templates.

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

1. Definitions

1.1 "Licensed Templates" means the specific Legal Sentence Templates identified in Schedule A attached hereto and incorporated by reference, including text, formatting guidance, and explanatory notes. Licensee shall describe the specific Templates sought under this Agreement:

2. Grant of License

2.1 Subject to the terms and conditions of this Agreement, Provider hereby grants to Licensee a non-transferable, non-sublicensable Exclusive Non-Exclusive license to use the Licensed Templates solely for the internal drafting of Licensee's own legal documents during the Term set forth in Section 9. Such license is limited to the Territory:

2.2 Licensee shall not distribute, sell, publish, or otherwise make the Licensed Templates available in machine-readable bulk form or as a stand-alone product without the prior written consent of Provider.

3. Restrictions and Permitted Use

3.1 Licensee may incorporate Licensed Templates into the Licensee's legal documents for use with Licensee's clients, provided Licensee does not portray the Licensed Templates as Provider's original work when attribution is required. Licensee shall include attribution as follows where applicable: Provider.

3.2 Licensee shall not reverse engineer, decompile, translate, create derivative template libraries, or use the Licensed Templates as a basis for a competing template product.

4. Ownership

4.1 Provider retains all right, title and interest in and to the Licensed Templates, including all intellectual property rights. No ownership rights are conveyed to Licensee except the limited license grant expressly set forth herein.

5. Fees and Payment

6. Confidentiality

6.1 Each party shall maintain in strict confidence any Confidential Information disclosed by the other party and shall not disclose such information except to employees, consultants or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. "Confidential Information" includes the Licensed Templates, pricing, and non-public business information.

6.2 The obligations of confidentiality shall not apply to information that (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed.

7. Warranties; Disclaimer

7.1 Provider warrants that it has the right to grant the license granted in this Agreement. Provider does not warrant that the Licensed Templates are suitable for Licensee's intended legal purpose, are error-free, or comply with any applicable law. Except as expressly set forth in this Section, the Licensed Templates are provided "AS IS" and Provider expressly disclaims all other warranties, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement.

8. Indemnification and Limitation of Liability

8.1 Licensee shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Licensed Templates, including claims based on professional malpractice, negligent drafting, or unauthorized distribution.

8.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Term and Termination

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

9.2 Termination for Breach. Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party if the other party material breaches this Agreement and fails to cure such breach within the notice period.

9.3 Effect of Termination. Upon termination or expiration, Licensee shall cease all use of the Licensed Templates and, within thirty (30) days, destroy or return copies of the Licensed Templates in its possession and certify destruction or return in writing to Provider.

10. Notices

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

11. Amendments; Waiver; Counterparts

11.1 This Agreement may be amended or modified only by a written instrument executed by duly authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is asserted.

11.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. Governing Law; Entire Agreement; Severability

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles. Governing Jurisdiction:

12.2 Entire Agreement. This Agreement, including all schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent.

13. Miscellaneous

13.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an acquirer of substantially all of its assets or equity.

13.2 Relationship of Parties. The parties are independent contractors and nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

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