MLSNP Legal Agreement

MLSNP Legal Agreement

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

RECITALS

WHEREAS, Provider has developed certain proprietary materials, software, documentation and related technical information to be licensed and/or made available for the purposes set forth in this Agreement (the "Licensed Materials"); and

WHEREAS, Recipient desires to obtain a license to use the Licensed Materials and to receive associated services described herein, and Provider is willing to grant such license and perform such services on the terms and conditions set forth below; and

WHEREAS, the Parties desire to protect Confidential Information exchanged in connection with the license and services and to allocate rights, obligations, fees and liabilities between them.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the Parties agree as follows:

1. DEFINITIONS

"Confidential Information" means all nonpublic information disclosed by a Party to the other Party, whether in oral, written, electronic or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information expressly includes business plans, technical data, trade secrets, algorithms, product designs, and pricing, but excludes information that is (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) required to be disclosed by law, provided notice is given where legally permissible.

"Licensed Materials" means the software, documentation, data sets, designs and related materials described in the Scope of Licensed Materials and Services and delivered or made available by Provider to Recipient under this Agreement.

2. SCOPE OF LICENSE

Subject to the terms and conditions of this Agreement, Provider grants to Recipient a non-exclusive, non-transferable, worldwide license to use the Licensed Materials solely for the purpose set forth in the Scope of Services below during the Term. Recipient shall not sublicense, distribute, modify, or create derivative works of the Licensed Materials except as expressly permitted in writing by Provider.

3. SERVICES; DELIVERABLES

Provider shall perform the services described in the Scope of Licensed Materials and Services and shall deliver any agreed deliverables in accordance with the delivery schedule mutually agreed in writing. Provider will use commercially reasonable efforts, consistent with industry standards, to perform the Services in a timely and professional manner.

4. FEES AND PAYMENT

In consideration for the license and Services, Recipient shall pay Provider the fees set forth below. Unless otherwise stated, all fees are due within Payment Terms days after invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each Party shall: (a) maintain the other Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors or legal/financial advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement; and (c) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement. Upon written request or upon expiration or termination of this Agreement, the receiving Party shall return or destroy, at the disclosing Party's election, all Confidential Information and certify destruction.

6. TERM; TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for Term Length months unless earlier terminated as provided herein. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice. Either Party may terminate for convenience upon thirty (30) days prior written notice to the other Party.

7. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Licensed Materials and all intellectual property rights therein, subject only to the limited license expressly granted herein. Recipient shall not remove, obscure or alter any proprietary notices or markings on the Licensed Materials. All improvements, modifications, or derivative works created by Provider remain Provider's sole property. To the extent Recipient provides suggestions or feedback, Recipient grants Provider a perpetual, irrevocable, royalty-free license to use such feedback.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and that its execution and performance will not violate any law or contractual obligation. Provider warrants that it has the right to grant the licenses granted herein. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE LICENSED MATERIALS AND SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

Provider shall indemnify and hold harmless Recipient from and against any third-party claim alleging that the Licensed Materials, as delivered by Provider and used in accordance with this Agreement, infringe any third-party patent, copyright or trade secret, provided Recipient promptly notifies Provider in writing of the claim, affords Provider sole control of the defense and settlement, and cooperates with Provider. Recipient shall indemnify and hold harmless Provider from and against claims arising from Recipient's breach of this Agreement, misuse of the Licensed Materials, or violation of law.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or recognized overnight courier, and shall be deemed given upon receipt.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within sixty (60) days, disputes shall be submitted to binding arbitration in the governing law state before a single arbitrator in accordance with commercial arbitration procedures, unless the Parties mutually agree otherwise in writing.

13. ENTIRE AGREEMENT

This Agreement, including any attachments and written statements of work incorporated by reference, 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 written or oral.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both Parties. The failure of either Party to enforce any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

16. MISCELLANEOUS

Each Party acknowledges that it has had the opportunity to consult with legal counsel prior to executing this Agreement, and that the terms hereof are fair and reasonable. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee expressly assumes all obligations hereunder.

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