Legal Utilisation Request

LEGAL UTILISATION REQUEST

This Legal Utilisation Request (the "Request") is entered into as of Effective Date: by and between Requesting Party Name: with principal address: ("Requesting Party") and Responding Party Name: with principal address: ("Responding Party").

RECITALS

WHEREAS, the Responding Party is the owner or lawful custodian of certain legal materials, documents, information or templates described as: (the "Legal Materials");

WHEREAS, the Requesting Party desires to obtain a limited right to utilise the Legal Materials for the specific Purpose: under the terms and conditions set forth herein;

WHEREAS, the Responding Party is willing to grant such limited utilisation rights subject to the restrictions, confidentiality obligations and compensation described in this Request.

NOW THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Request, the following terms shall have the meanings set forth below. "Legal Materials" means the materials described above and any related updates, annotations, drafts, templates, or metadata. "Utilisation" means the limited access, review, copying or adaptation expressly authorized in Section 2. "Confidential Information" means non-public information disclosed by a party in connection with this Request that a reasonable person would understand to be confidential.

2. GRANT OF UTILISATION RIGHTS

2.1 Grant. Subject to the terms and conditions of this Request, the Responding Party hereby grants the Requesting Party a non-exclusive, non-transferable, revocable right to utilise the Legal Materials solely for the Purpose specified above and during the Term specified in Section 4. Such grant does not convey any right, title or interest in the underlying intellectual property except as expressly set forth herein.

2.2 Scope. The permitted scope of utilisation is limited to:

3. RESTRICTIONS AND LIMITATIONS

The Requesting Party shall not sublicense, distribute, sell, or otherwise transfer the Legal Materials to any third party without the prior written consent of the Responding Party. The Requesting Party shall not remove, obscure or alter any proprietary notices, markings or legends included with the Legal Materials. Any use outside the Permitted Scope constitutes a material breach of this Request.

4. TERM; DURATION; TERRITORY

5. CONFIDENTIALITY

Each party shall maintain the confidentiality of Confidential Information disclosed under this Request and shall not disclose such information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive termination of this Request for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secret under applicable law.

6. FEES AND PAYMENT

All payments shall be made in the currency specified and are exclusive of applicable taxes, duties or withholdings, which shall be the responsibility of the paying party unless otherwise required by law.

7. RECORDS, AUDIT RIGHTS AND REPORTING

The Requesting Party shall maintain accurate records relating to its use of the Legal Materials and shall permit the Responding Party, upon reasonable notice and during normal business hours, to audit such records not more than once per year to verify compliance. The Requesting Party shall promptly provide any reports reasonably requested by the Responding Party regarding utilisation.

8. INDEMNIFICATION

The Requesting Party shall defend, indemnify and hold harmless the Responding Party from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to the Requesting Party's breach of this Request, its use of the Legal Materials outside the Permitted Scope, or its negligence or willful misconduct.

9. TERMINATION

Either party may terminate this Request 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. Upon termination, the Requesting Party shall cease all utilisation of the Legal Materials, return or destroy all copies as directed by the Responding Party, and certify in writing compliance with this provision within ten (10) days.

10. INTELLECTUAL PROPERTY

All right, title and interest in and to the Legal Materials, including any modifications or derivatives created by the Responding Party, shall remain the exclusive property of the Responding Party. Nothing in this Request shall be construed to transfer ownership of any intellectual property rights unless expressly set forth in a separate, written agreement signed by both parties.

11. REMEDIES; LIMITATION OF LIABILITY

The parties agree that monetary damages may be inadequate to remedy a breach of the Responding Party's intellectual property or confidentiality rights and that the Responding Party shall be entitled to injunctive and other equitable relief in addition to any other remedies at law or in equity. Except for willful misconduct or indemnity obligations, neither party's aggregate liability under this Request shall exceed the fees paid by the Requesting Party under this Request in the twelve (12) months preceding the event giving rise to the claim.

12. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Request may be amended 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 granting the waiver. This Request 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.

14. GOVERNING LAW; JURISDICTION

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

15. ENTIRE AGREEMENT; SEVERABILITY

This Request constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, written or oral, relating to the subject matter. If any provision of this Request is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most closely effects the parties' intent.

16. REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has the full power and authority to enter into this Request and to perform its obligations hereunder, and that the person signing below on its behalf is duly authorized to do so.

ADDITIONAL TERMS

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