Legal Use and Fee Agreement

LEGAL USE AND FEE AGREEMENT

This Legal Use and Fee Agreement (the "Agreement") is entered into as of by and between Client Name: and Provider Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client requires certain legal use rights and related services as described in this Agreement; and

WHEREAS, Provider represents that it is authorized and qualified to grant limited rights to use specified materials and to render services in exchange for fees and reimbursements; and

WHEREAS, the Parties desire to set forth their respective rights, obligations and fees with respect to the use of Provider materials and services under the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Materials" means all documents, data, software, templates, reports, drawings and other tangible or intangible items provided by Provider for Client's use under this Agreement.

1.2 "Permitted Use" means use of the Materials solely for the business purposes expressly described in Section 2 and subject to the limitations set forth in Section 3.

2. GRANT OF USE

Provider hereby grants Client a non-exclusive, non-transferable, revocable right to use the Materials during the Term solely for the following purpose:

3. RESTRICTIONS

3.1 Client shall not sublicense, assign, sell, publish or otherwise make the Materials available to any third party without Provider's prior written consent. Client shall not modify the Materials except as expressly permitted in writing by Provider.

3.2 Client shall comply with all applicable laws, regulations and professional standards in its use of the Materials and shall not use the Materials for any unlawful purpose.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider fees in consideration for the rights and services granted under this Agreement as follows:

4.2 Late Payment. Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs and attorneys' fees.

4.3 Taxes. All fees are exclusive of taxes. Client shall be responsible for all sales, use or other taxes imposed on the fees, except taxes based on Provider's net income.

5. TERM AND TERMINATION

5.1 Term. The term of this Agreement shall commence on the effective date and continue for the period specified here:

5.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

5.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon sixty (60) days written notice to the other Party. Upon termination, Client shall pay Provider for all fees and expenses incurred through the effective date of termination.

6. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Materials and any underlying intellectual property, including but not limited to copyrights, trade secrets and know-how. Client acquires only the limited use rights expressly granted in this Agreement. Any improvements, modifications or derivative works of the Materials created by Provider during the Term shall be owned by Provider.

7. CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party, except as required by law. "Confidential Information" means non-public information disclosed in written, oral or electronic form designated as confidential or that reasonably should be understood to be confidential. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that it has the right to grant the rights granted herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE MATERIALS ARE PROVIDED "AS IS" AND PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Each Party agrees to indemnify, defend and hold harmless the other Party and its officers, directors and employees from and against claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence or willful misconduct.

9.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or as otherwise designated in writing by the Parties.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver. 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.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here:

12.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

12.3 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, proposals, negotiations and communications, whether written or oral.

13. MISCELLANEOUS

13.1 Independent Contractors. The Parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture between them.

13.2 Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets.

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