Non-Propagation Legal Agreement

Non-Propagation Legal Agreement

This Non-Propagation Legal Agreement (the Agreement) is entered into as of by and between Client Name: , with principal address: (the "Provider"), and Recipient Name: , with principal address: (the "Recipient").

RECITALS

WHEREAS, Provider possesses certain material, information, technology, biological matter, software, or other items identified as: (the "Material"), which Provider may make available to Recipient for limited purposes;

WHEREAS, Provider and Recipient desire to permit Recipient to receive and use the Material under strict controls and conditions that prohibit propagation, reproduction, dissemination, forwarding, seeding, or any act that results in the Material being duplicated, transmitted, or otherwise propagated beyond the intended scope of use;

WHEREAS, Provider requires legally binding covenants, security measures, reporting, and remedies to prevent unauthorized propagation and to mitigate any risk to the Provider and to third parties;

NOW, THEREFORE

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

1. DEFINITIONS

1.1 "Propagation" means any act by which the Material is reproduced, replicated, transmitted, distributed, seeded, released, transferred, uploaded, or otherwise made to increase in quantity or spread beyond the Recipient's secured, authorized environment, including by physical, biological, or electronic means.

1.2 "Authorized Use" means the limited activities expressly described in Section 2 and any Statement of Work or approved written attachment executed by both parties.

2. GRANT AND LIMITED AUTHORIZED USE

2.1 Provider hereby permits Recipient to possess and use the Material solely for the following purpose: (the "Purpose"). Any use not expressly set forth in this Agreement is prohibited.

2.2 Recipient shall not, under any circumstances, propagate the Material or take any action that would directly or indirectly result in propagation, including but not limited to: replication, culturing, distribution, uploading to external networks, transferring to third parties, or releasing into the environment.

3. HANDLING, SECURITY, AND STORAGE

3.1 Recipient shall implement and maintain security measures reasonably necessary to prevent unauthorized access, use, or propagation of the Material, including physical access controls, electronic access restrictions, inventory controls, and personnel screening and training.

3.2 Required controls include: . Recipient shall document compliance with such controls and produce records upon Provider's reasonable request.

4. REPORTING AND NOTICE

4.1 Recipient shall promptly notify Provider in writing upon discovery of any event, incident, or circumstance that may constitute or cause propagation or unauthorized disclosure of the Material. Notice must be given within days of discovery.

4.2 Notices under this Agreement shall be delivered to the addresses set forth below in the Notices section and shall be effective upon receipt.

5. CONFIDENTIALITY

5.1 The parties acknowledge that the Material and related information may constitute Confidential Information. Recipient agrees: (a) to hold Confidential Information in strict confidence; (b) to use Confidential Information only for the Authorized Use; and (c) not to disclose Confidential Information to any third party except as expressly permitted in writing by Provider.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Each party represents that it has full power and authority to enter into this Agreement. Recipient represents that it will use the Material only in accordance with applicable laws and regulations and will not intentionally or negligently cause propagation.

6.2 Recipient covenants to maintain records of all handling, transfers, and disposal of the Material for a period of years and to make such records available to Provider upon reasonable request.

7. INTELLECTUAL PROPERTY

7.1 Nothing in this Agreement grants Recipient any rights, title, or interest in Provider's intellectual property except the limited license to use the Material for the Authorized Use as expressly provided herein. All inventions, improvements, or modifications made by Recipient that derive from the Material shall be handled as follows: .

8. TERM AND TERMINATION

8.1 The term of this Agreement shall commence on the Effective Date and continue for a period of years, unless earlier terminated in accordance with this Section.

8.2 Provider may terminate this Agreement immediately upon written notice if Recipient breaches the non-propagation covenant or materially fails to implement required security measures. Upon termination, Recipient shall cease all Authorized Use, return or certify destruction of the Material, and provide Provider with a written inventory and disposition report.

9. INDEMNIFICATION

9.1 Recipient shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from Recipient's breach of this Agreement, negligent acts or omissions, or any propagation or unauthorized disclosure of the Material by Recipient or its personnel.

10. LIMITATION OF LIABILITY

10.1 Except for Recipient's indemnification obligations, willful misconduct, or breaches of the non-propagation covenant, neither party shall be liable to the other for special, incidental, consequential, or punitive damages arising from this Agreement.

11. REMEDIES

11.1 Recipient acknowledges that a breach of the non-propagation covenant would cause irreparable harm to Provider for which monetary damages may be inadequate. Provider shall therefore be entitled to seek injunctive relief and specific performance in addition to any other remedies available at law or in equity.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, nationally recognized overnight courier, or hand delivery, and shall be deemed given upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 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 waiving party.

13.2 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.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

14.2 Entire Agreement. This Agreement, together with any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in whole or in part, such provision shall be severed to the extent necessary and the remaining provisions shall continue in full force and effect.

15. MISCELLANEOUS PROVISIONS

15.1 Assignment. Recipient may not assign or transfer its rights or obligations under this Agreement without Provider's prior written consent.

15.2 Insurance. Recipient shall maintain adequate insurance coverage to cover liability arising from Recipient's use of the Material and any potential propagation incidents.

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