Professional Use Agreement Document

PROFESSIONAL USE AGREEMENT

This Professional Use Agreement (the "Agreement") is entered into as of by and between Provider Name: , Provider Entity Type: Individual Organization and Recipient Name: , Recipient Entity Type: Individual Organization (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Provider develops, owns or controls certain proprietary professional materials, services, methodologies, facilities, and related documentation and support described as the "Materials" to be used for professional services or demonstration purposes; and

WHEREAS, Recipient desires to obtain from Provider a limited right to use the Materials for the Permitted Uses defined herein, and Provider is willing to grant such rights subject to the terms and conditions of this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the terms governing Recipient's use of the Materials and to allocate the Parties' respective rights and obligations.

NOW, THEREFORE

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 "Confidential Information" means all non-public information disclosed by a Party that is designated confidential or that, by its nature, should reasonably be understood to be confidential, including business plans, pricing, trade secrets, Materials, formulas, and client lists; provided, Confidential Information does not include information that (a) is or becomes generally known without breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the other Party's Confidential Information.

1.2 "Materials" means the professional materials, technical documentation, samples, equipment, software, data, training materials, and other tangible or intangible items supplied by Provider to Recipient for the Permitted Uses.

1.3 "Permitted Use" means Recipient's use of the Materials solely for the professional purposes described in Section 2 and any use specifically authorized in writing by Provider.

2. GRANT OF RIGHTS

2.1 License Grant. Subject to the terms and conditions of this Agreement, Provider hereby grants to Recipient a limited, non-exclusive, non-transferable, non-sublicensable license to use the Materials solely for the Permitted Use: .

2.2 Scope and Territory. The license is restricted to the territory specified: and may not be used for any other purpose without Provider's prior written consent.

3. RESTRICTIONS

Recipient shall not: (a) copy, modify, create derivative works of, decompile, disassemble, or reverse engineer the Materials except as expressly permitted in writing; (b) distribute, sublicense, lease, lend, or transfer the Materials to any third party; or (c) use the Materials to provide services to third parties except as expressly authorized. Recipient shall implement reasonable security measures to prevent unauthorized access or use.

4. FEES AND PAYMENT

4.1 Fees. In consideration for the rights granted herein, Recipient shall pay Provider fees in the amounts and on the schedule set forth below. Fee Amount: . Payment Terms: .

4.2 Late Payment. Any unpaid amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Recipient shall also reimburse Provider for reasonable collection costs.

5. TERM AND TERMINATION

5.1 Term. The term of this Agreement commences on the Effective Date and shall continue for a period of months unless earlier terminated in accordance with this Section.

5.2 Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party materially breaches any provision and fails to cure within the notice period. Termination will be without prejudice to any rights or remedies accrued prior to termination.

5.3 Effect of Termination. Upon termination, Recipient shall immediately cease all use of the Materials, return or destroy all Confidential Information and Materials in its possession, and certify in writing that it has complied with these obligations.

6. CONFIDENTIALITY

Each Party shall protect the other Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall be used solely for performance under this Agreement. Disclosure is permitted only to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except for the limited license expressly granted, Provider retains all right, title and interest in and to the Materials and all intellectual property rights therein. Recipient acquires no ownership interest by virtue of this Agreement.

7.2 Feedback. Any suggestions, enhancements, or feedback provided by Recipient relating to the Materials shall be deemed Provider's Confidential Information and Provider shall have a royalty-free, perpetual, worldwide license to utilize such feedback.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Recipient. Recipient shall indemnify, defend, and hold harmless Provider and its officers, directors, agents and employees from and against any third-party claims arising out of Recipient's breach of this Agreement, misuse of the Materials, or negligence.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY RECIPIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. INSURANCE

Recipient shall maintain, at its own expense, commercial general liability and professional liability insurance with limits reasonably sufficient to cover its obligations hereunder. Upon request, Recipient shall provide certificates of insurance evidencing such coverage.

10. NOTICES

All notices under this Agreement 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 to the other Party. Notice shall be deemed given upon personal delivery, on the date of confirmed delivery by courier, or three (3) business days after deposit in the mail.

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver by either Party of any breach shall constitute a waiver of any other breach or of the same breach at a later time.

12. GOVERNING LAW

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.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement (including any exhibits or attachments expressly incorporated hereto) constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including scanned or facsimile) shall be deemed binding for all purposes.

ADDITIONAL TERMS

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