Legal Submission Terms

LEGAL SUBMISSION TERMS

This Legal Submission Terms Agreement (the "Agreement") is entered into as of by and between Client Name: and Recipient Name: . Client and Recipient are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, Client desires to submit certain materials, proposals, ideas, documentation, samples, or other items (collectively, the "Materials") to Recipient for evaluation, consideration, or potential engagement; and

WHEREAS, Recipient is willing to receive and evaluate such Materials on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth the rights, obligations, and limitations applicable to the submission and Recipient's review or use of such Materials.

NOW, THEREFORE, in consideration of the mutual promises 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 "Materials" means all submissions delivered by Client to Recipient under this Agreement, whether in oral, written, electronic, or physical form, including but not limited to concepts, designs, samples, business plans, technical information, and supporting documentation.

1.2 "Confidential Information" means non-public information supplied by a Party that is designated in writing as confidential at the time of disclosure or, if disclosed orally, is identified as confidential at disclosure and confirmed in writing within thirty (30) days.

2. Submission; Review

2.1 Client may submit Materials to Recipient for the Purpose described as:

2.2 Recipient's receipt of Materials does not create any obligation to use, develop, or commercialize the Materials unless an express written agreement is executed by authorized representatives of both Parties.

2.3 Client acknowledges that Recipient may already possess information similar to the Materials. Recipient shall not be liable for the independent development, acquisition, or use of similar or identical ideas or materials.

3. Confidentiality Election

3.1 Client may elect to designate submitted Materials as Confidential by checking the box below and expressly marking each page or item as "Confidential." If Client does not elect confidentiality, Materials will be treated as unsolicited and Recipient shall have no obligation beyond those set forth in Section 4.

3.2 If confidentiality is elected, Recipient shall: (a) limit access to the Materials to employees, contractors, or advisors on a need-to-know basis; (b) use the Confidential Information solely for the Purpose; and (c) not disclose Confidential Information to third parties without Client's prior written consent, except as required by law. These protections shall subsist for a period of two (2) years from the date of disclosure unless a different period is mutually agreed in writing.

4. Ownership; License

4.1 All right, title, and interest in and to the Materials and any intellectual property rights therein shall remain the exclusive property of Client. Nothing in this Agreement transfers ownership of any Materials or intellectual property rights except as expressly set forth in a subsequent written agreement.

4.2 Client grants Recipient a limited, non-exclusive, non-transferable, royalty-free license to use the Materials solely to evaluate and internally discuss the Materials for the Purpose for a period of ninety (90) days from receipt, unless otherwise agreed in writing.

5. Representations and Warranties

5.1 Client represents and warrants that: (a) it has the full right and authority to submit the Materials and grant the license set forth herein; (b) the Materials do not infringe or misappropriate any third party's intellectual property rights; and (c) Client will comply with all applicable laws in the submission of Materials.

5.2 Recipient represents that, except as expressly agreed in writing, any use of Materials will be limited to evaluation and that Recipient will comply with its obligations under this Agreement.

6. Indemnification

6.1 Client shall indemnify, defend and hold harmless Recipient and its officers, directors, employees and agents from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from a breach of Client's representations in Section 5 or from any third-party claim that the Materials infringe intellectual property or other rights.

7. Limitation of Liability

7.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT OF DIRECT DAMAGES PROVEN, PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO CLIENT'S INDEMNITY OBLIGATIONS UNDER SECTION 6.

8. Term and Termination

8.1 This Agreement shall commence on the Effective Date and continue until terminated by either Party upon thirty (30) days' written notice. Sections relating to ownership, confidentiality, indemnity, limitation of liability, governing law, and any other provisions intended to survive shall survive termination.

9. Notices

9.1 All notices under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, nationally recognized courier, or personal delivery, and shall be deemed given upon receipt.

10. Miscellaneous Provisions

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to choice-of-law principles.

10.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written.

10.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall continue in full force and effect.

10.4 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by the Party to be bound thereby. The failure of either Party to enforce any right or remedy shall not constitute a waiver of such right or remedy.

10.5 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 delivered by electronic image shall be deemed original signatures for all purposes.

Authorized Representatives

By signing below, the authorized representatives of each Party certify that they have the authority to bind the Party and that the information provided in this Agreement is true and accurate to the best of their knowledge.

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