Legal VIP Agreement

LEGAL VIP AGREEMENT

This Legal VIP Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: , with principal place of business at and VIP Member Name: , with contact address at . Provider and VIP Member are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider operates and offers certain premium services, privileges, access and promotional benefits described herein; and

WHEREAS, VIP Member desires to obtain VIP status from Provider and to receive the benefits and privileges set forth in this Agreement, subject to the terms and conditions herein; and

WHEREAS, the Parties intend by this Agreement to define their respective rights and obligations with respect to VIP status, including fees, confidentiality, termination and remedies.

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

1.1 "VIP Benefits" means the set of privileges, services, and promotional offerings provided to VIP Member as described in Section 2 and the Benefits Schedule attached hereto and incorporated herein. VIP Benefits may include priority access, dedicated support, complimentary services, discounts, and invitations to exclusive events.

1.2 "Confidential Information" means nonpublic information disclosed by one Party to the other, whether oral, written, electronic or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. VIP BENEFITS; SCHEDULE

2.1 Provider shall make available to VIP Member the VIP Benefits set forth below, subject to the limitations and conditions of this Agreement.

2.2 Provider reserves the right to modify or discontinue specific VIP Benefits upon thirty (30) days' prior written notice to VIP Member, provided that material reductions in the core Benefits shall require agreement in writing by both Parties.

3. TERM; RENEWAL

3.1 The term of this Agreement shall commence on the Effective Date and continue for the Initial Term specified above. Unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term, this Agreement shall automatically renew for successive renewal periods of equal length.

4. FEES; PAYMENT

4.1 In consideration for the VIP Benefits, VIP Member shall pay Provider the fees set forth below in accordance with the payment schedule. All fees are non-refundable except as expressly provided herein.

5. CONFIDENTIALITY

5.1 Each Party shall hold Confidential Information of the other Party in strict confidence and shall not disclose such information to any third party except as required by law or as necessary to perform its obligations under this Agreement. The receiving Party shall use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as legally recognized as trade secrets.

6. INTELLECTUAL PROPERTY

6.1 Provider retains all right, title and interest in and to Provider's trademarks, trade names, service marks, copyrighted materials and other intellectual property used in connection with the VIP Benefits. VIP Member shall not use Provider's marks without the prior written consent of Provider, except as expressly permitted in this Agreement.

6.2 Any suggestions, feedback or improvements provided by VIP Member concerning Provider's services shall be the exclusive property of Provider and may be used by Provider without obligation or restriction.

7. TERMINATION

7.1 Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination for convenience by VIP Member may be permitted only as set forth in Section 4 or by separate written agreement.

7.2 Upon termination, VIP Member shall cease all use of VIP Benefits and return or destroy Confidential Information of Provider in accordance with Provider's reasonable instructions.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's breach of this Agreement, negligence or willful misconduct.

8.2 EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE FEES PAID BY VIP MEMBER TO PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or delivered by nationally recognized overnight courier, to the addresses below or such other address as a Party may designate by prior written notice.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 This Agreement may be amended only by a written instrument executed by both Parties. The failure of either Party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature.

10.2 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 transmitted by electronic means shall have the same force and effect as original signatures.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of laws principles.

11.2 Entire Agreement. This Agreement, together with any schedules and written attachments executed by the Parties, 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.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith a valid provision that most nearly effects the Parties' original intent.

12. MISCELLANEOUS

12.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control.

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