Legality Ltd., engaged in the business of designing and developing websites, computer-related software systems together with support services, has created and developed a website and software package called My Legal Checkup that is intended to raise consumer awareness of potential legal vulnerability.
Legality Ltd. and the assigned Subscriber Firm believe it is in their mutual interest and desire to enter into an agreement whereby the Subscriber Firm would introduce the My Legal Checkup system to their clients.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:
1. INTRODUCER FIRM
Legality Ltd. hereby grants to the Subscriber Firm, for the term of this Agreement, a nonexclusive, non – assignable, right to introduce the My Legal Checkup System to their employees.
2. TERM
This Agreement shall be effective as of the date of execution by both parties and shall extend for the period of one year thereafter. This Agreement shall be automatically renewed each year for an additional year unless the Subscriber Firm shall provide Legality Ltd. in writing of its intention not to renew the Agreement, said notice to be provided at least thirty days prior to the expiration of the then in-effect Term.
3. COMPENSATION
In consideration for the licenses granted hereunder and during the Initial Term of the Agreement and for each Extended Term, the Subscriber Firm agrees to pay Legality Ltd., the Fees recited in The Agreement.
4. CONFIDENTIALITY
The Subscriber Firm recognises that the My Legal Checkup system is the proprietary and confidential property of Legality Ltd. Accordingly, the Subscriber shall not, without the prior express written consent of Legality Ltd., during the term of this Agreement and thereafter, disclose or reveal to any third party or utilise for its own benefit other than pursuant to this Agreement, any website and software provided by Legality Ltd. concerning products, provided that such information was not previously known to Subscriber or to the general public. The Subscriber Firm further agrees to take all reasonable precautions to preserve the confidentiality of Legality Ltd. systems and shall assume responsibility that its employees, sub licensees, and assignees will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.
5. TERMINATION
The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:
Right to Terminate Upon Notice. Either party may terminate this Agreement on thirty days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the thirty day period, the breaching party fails to cure such breach.
6. POST TERMINATION RIGHTS
Upon the expiration or termination of this Agreement, all rights granted to the Introducer under this Agreement shall forthwith terminate and immediately revert to Legality Ltd. and the Licensee shall discontinue all use of the My Legal Checkup system and the like.
7. NOTICES
- Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service.
- Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.
- This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
8. AGREEMENT BINDING ON SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their heirs, administrators, successors and assigns.
9. WAIVER
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
10. JURISDICTION
This Agreement shall be construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.