# Infringement Legal Agreement
**This Infringement Legal Agreement ("Agreement") is made and entered into as of [Date] by and between:**
**[Party A Name]**
[Party A Address]
[City, State, Zip Code]
("Disclosing Party")
AND
**[Party B Name]**
[Party B Address]
[City, State, Zip Code]
("Receiving Party")
**Collectively referred to as the "Parties".**
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## 1. **Purpose**
The purpose of this Agreement is to outline the terms and conditions regarding the treatment of certain proprietary information and materials, specifically to address any potential infringement upon intellectual property rights governed by applicable law.
## 2. **Definitions**
- **"Confidential Information"** refers to any data or information that is proprietary to the Disclosing Party and is not generally known to the public, including but not limited to trade secrets, copyrights, patents, trademarks, and any relevant documentation.
- **"Infringement"** refers to any unauthorized use, reproduction, distribution, or display of the Disclosing Party's proprietary information, including but not limited to intellectual property rights under applicable laws.
## 3. **Obligations of Receiving Party**
The Receiving Party agrees to:
- a. Maintain the confidentiality of the Confidential Information and to take reasonable precautions to protect such information.
- b. Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
- c. Use the Confidential Information solely for the purpose of [insert specific purpose, e.g., evaluating a potential business relationship, conducting due diligence, etc.].
- d. Immediately notify the Disclosing Party of any potential infringement on the Confidential Information and cooperate fully in mitigating the impact of such infringement.
## 4. **Infringement Resolution**
In the event of an infringement:
- a. The Receiving Party shall cease any use of the Disclosing Party's materials upon written notice from the Disclosing Party.
- b. The Parties shall work collaboratively to resolve the infringement within [insert time frame, e.g., 30 days] of providing such notice.
- c. The Receiving Party agrees to cease any actions that may constitute further infringement and will take measures to prevent further infringements in the future.
## 5. **Indemnification**
The Receiving Party agrees to indemnify and hold the Disclosing Party harmless from any claims, damages, losses, or expenses (including attorneys' fees) arising out of or relating to any infringement of the Confidential Information by the Receiving Party or its representatives.
## 6. **Term and Termination**
This Agreement shall begin on the effective date and shall continue in effect until terminated by either party upon [insert notice period, e.g., 30 days] written notice to the other party. However, the obligations regarding confidentiality and indemnification shall survive termination for a period of [insert duration, e.g., five years].
## 7. **Miscellaneous**
- a. **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of the State of [insert governing state].
- b. **Entire Agreement**: This Agreement constitutes the entire understanding between the Parties concerning the subject matter herein and supersedes all prior agreements and understandings.
- c. **Amendments**: Any amendments to this Agreement must be made in writing and signed by both Parties.
- d. **Severability**: If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in effect.
## 8. **Signatures**
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.
**[Party A Name]**
By: _______________________
Name: [Name of Signatory]
Title: [Title of Signatory]
Date: _____________________
**[Party B Name]**
By: _______________________
Name: [Name of Signatory]
Title: [Title of Signatory]
Date: _____________________
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**[End of Document]**
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**Note**: This document is a template and should be tailored to meet the specific needs of the Parties involved. Legal counsel is recommended to ensure compliance with local laws and regulations.