WHEREAS, the parties hereto desire to enter into this agreement to establish the terms and conditions governing their relationship; and WHEREAS, each party has had the opportunity to review and understand the provisions contained herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:
For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them: "Party" or "Parties" means the signatories to this Agreement; "Effective Date" means the date on which this Agreement becomes binding upon the Parties; "Confidential Information" means all non-public, proprietary or confidential information disclosed by one Party to the other, whether orally, in writing, or in any other form, including but not limited to trade secrets, business plans, financial information, customer lists, and technical data.
The headings in this Agreement are for convenience only and shall not affect its interpretation. Words importing the singular include the plural and vice versa. References to "including" shall be construed as "including without limitation." Any reference to a statute, regulation, or other legal instrument shall be deemed to include any amendment, modification, or re-enactment thereof.
This Agreement shall govern all transactions, communications, and interactions between the Parties arising from or related to the subject matter hereof. The terms and conditions set forth herein shall apply to all services, products, or deliverables provided pursuant to this Agreement, unless otherwise expressly stated in writing and signed by both Parties. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such modification, amendment, or waiver is sought to be enforced.
The Parties acknowledge that this Agreement represents the entire understanding between them with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, and understandings, whether oral or written. Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder without the consent of any third party.
Each Party agrees to perform its obligations under this Agreement in a timely, professional, and workmanlike manner, in accordance with all applicable laws, regulations, and industry standards. The Parties shall cooperate with each other in good faith and shall provide such information, documentation, and assistance as may be reasonably necessary to enable the other Party to perform its obligations hereunder.
Neither Party shall assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any attempted assignment, transfer, or delegation in violation of this provision shall be null and void. Notwithstanding the foregoing, either Party may assign this Agreement to an affiliate or to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Each Party agrees to hold in strict confidence and not to disclose to any third party any Confidential Information received from the other Party, except as may be required by law or court order, or as may be necessary to perform its obligations under this Agreement. Each Party shall use the Confidential Information solely for the purposes of this Agreement and shall take all reasonable precautions to protect the confidentiality thereof, using at least the same degree of care that it uses to protect its own confidential information.
The obligations of confidentiality set forth in this Section shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement by the receiving Party; (b) was rightfully known by the receiving Party prior to disclosure; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving Party without use of or reference to the Confidential Information.
All intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, patents, and other proprietary rights, in and to any materials, works, or deliverables created, developed, or provided pursuant to this Agreement shall remain the exclusive property of the Party that created, developed, or provided such materials, works, or deliverables, unless otherwise expressly agreed in writing by the Parties.
Each Party grants to the other Party a non-exclusive, non-transferable, limited license to use such intellectual property solely for the purposes of this Agreement and in accordance with the terms and conditions set forth herein. Such license shall terminate automatically upon termination or expiration of this Agreement, unless otherwise expressly provided herein. Nothing in this Agreement shall be construed as granting any Party any right, title, or interest in or to the intellectual property of the other Party, except as expressly set forth herein.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Each Party agrees to indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any breach of this Agreement by the indemnifying Party; (b) any violation of law or regulation by the indemnifying Party; or (c) any infringement or alleged infringement of any intellectual property rights by the indemnifying Party.
This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with the provisions hereof. Either Party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' prior written notice to the other Party. Either Party may terminate this Agreement immediately upon written notice to the other Party if: (a) the other Party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof; or (b) the other Party becomes insolvent, files for bankruptcy, or is subject to any proceeding relating to bankruptcy or insolvency.
Upon termination of this Agreement, each Party shall immediately cease all use of the other Party's Confidential Information and intellectual property, and shall return or destroy all copies thereof, as requested by the disclosing Party. The provisions of this Agreement that by their nature are intended to survive termination, including but not limited to Sections 4 (Confidentiality), 5 (Intellectual Property Rights), 6 (Limitation of Liability), and 8 (General Provisions), shall survive any termination of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Parties are located, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of such jurisdiction. The Parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in such courts, and each Party hereby submits to the personal jurisdiction of such courts.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or of the right to enforce such provision in the future.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed to be original signatures for all purposes. The Parties acknowledge that they have read and understood this Agreement, have had the opportunity to consult with legal counsel, and agree to be bound by its terms and conditions.