Legal Usage Contract

LEGAL USAGE CONTRACT

This Legal Usage Contract (the "Agreement") is entered into as of by and between Client Name: ("Licensor"), and Client Name: ("Licensee").

Recitals

WHEREAS, Licensor is the owner of certain materials, information, intellectual property, or tangible property described as:

WHEREAS, Licensee desires to obtain a limited right to use the Licensed Materials for the purposes set forth below and Licensor is willing to grant such rights on the terms and conditions contained herein;

WHEREAS, the parties intend by this Agreement to define the scope, duration, compensation, and restrictions governing such use.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, the parties agree as follows:

1. Definitions

1.1 "Licensed Materials" means the materials described above and any updates or derivatives provided by Licensor to Licensee under this Agreement. 1.2 "Permitted Use" means the specific uses authorized in Section 2 below.

2. Grant of Rights

Licensor hereby grants to Licensee a exclusive non-exclusive license to use the Licensed Materials solely for the following Permitted Use: The license is limited to the territory described as: .

3. Term and Termination

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

3.2 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 thirty (30) days after receipt of written notice.

3.3 Effect of Termination. Upon termination Licensee shall cease all use of the Licensed Materials and, at Licensor's election, return or destroy all copies. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

4. Fees and Payment

Licensee shall pay Licensor the consideration set forth below in full and in accordance with the payment schedule specified. Consideration Amount: .

Payment Terms: . Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Restrictions and Use Conditions

Licensee shall not sublicense, sell, assign, distribute, modify (except as expressly permitted), or create derivative works of the Licensed Materials except as provided in this Agreement. Licensee shall comply with all applicable laws in its use of the Licensed Materials.

Any third-party notices, attributions, or marks identified by Licensor must be preserved and displayed as directed: .

6. Ownership; Reservation of Rights

Licensor retains all right, title and interest in and to the Licensed Materials and any intellectual property rights therein. Except for the narrow license grants set forth in Section 2, no rights are granted and all rights not expressly granted are reserved by Licensor.

7. Confidentiality

Each party agrees to hold in confidence and not disclose Confidential Information received from the other party and to use such Confidential Information only for the purposes of performing under this Agreement. Confidential Information does not include information that is public knowledge or rightfully received from a third party without obligation of confidentiality.

8. Indemnification

Licensee shall indemnify, defend and hold harmless Licensor and its affiliates, officers and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Licensed Materials, breach of this Agreement, or violation of law, except to the extent caused by Licensor's gross negligence or willful misconduct.

9. Warranties; Disclaimer

Licensor warrants that it has the right to grant the license set forth in this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF LICENSOR ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. Notices

12. Amendments; Waiver; Counterparts

This Agreement may be amended or modified only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

13. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any action arising out of this Agreement.

14. Entire Agreement; Severability

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. Additional Provisions

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