# Patent Defect Legal Agreement
**This Patent Defect Legal Agreement** (“Agreement”) is made and entered into as of [Date] by and between:
**[Party A Name]**
Address: [Party A Address]
(hereinafter referred to as "Party A")
and
**[Party B Name]**
Address: [Party B Address]
(hereinafter referred to as "Party B")
Collectively referred to as the “Parties.”
## 1. **Background**
WHEREAS, Party A is the owner of the patent(s) identified as [Patent Number(s)] (the “Patent(s)”);
WHEREAS, Party B has expressed interest in using the Patent(s) subject to the terms and conditions set forth in this Agreement;
WHEREAS, the Parties have identified a defect in the Patent(s) that requires resolution as per the terms herein.
## 2. **Definitions**
For the purposes of this Agreement, the following definitions shall apply:
- **Defect**: Any issue or malfunction in the Patent(s) that impacts its intended use or performance.
- **Remediation**: The actions taken to correct or resolve the Defect identified in the Patent(s).
## 3. **Identification of Defect**
The Parties hereto acknowledge the existence of the following Defect(s) in the Patent(s):
- [Specify Defects Identified]
## 4. **Remediation Process**
**4.1** **Notification**: Party B shall notify Party A in writing of any Defect within [number of days] days of discovery.
**4.2** **Investigation and Confirmation**: Upon notification, Party A shall investigate the reported Defect and confirm its existence within [number of days] days.
**4.3** **Remediation Plan**: If a Defect is confirmed, Party A shall provide a detailed Remediation Plan to Party B within [number of days] days, outlining the process, timeline, and resources required for remediation.
**4.4** **Execution of Remediation**: Party A agrees to execute the Remediation Plan in a timely manner, ensuring compliance with all applicable laws and regulations.
## 5. **Liability and Indemnification**
**5.1** **Limitation of Liability**: Party A shall not be liable for any indirect, incidental, or consequential damages arising from the Defect or its remediation.
**5.2** **Indemnification**: Party A agrees to indemnify and hold harmless Party B from any claims, damages, or liabilities arising from the Defect in the Patent(s) except those resulting from the negligence or willful misconduct of Party B.
## 6. **Confidentiality**
Both Parties agree to maintain the confidentiality of any proprietary or sensitive information exchanged in relation to this Agreement, including but not limited to technical data, business plans, and remediation methodologies.
## 7. **Termination**
**7.1** **Termination for Cause**: Either Party may terminate this Agreement upon written notice if the other Party fails to comply with any material terms herein.
**7.2** **Effects of Termination**: Upon termination, both Parties shall cease using the Patent(s) and return or destroy any confidential information.
## 8. **Governing Law**
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles.
## 9. **Miscellaneous**
**9.1** **Amendments**: This Agreement may only be amended in writing signed by both Parties.
**9.2** **Severability**: If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect.
**9.3** **Entire Agreement**: This Agreement constitutes the entire understanding between the Parties concerning the subject matter herein and supersedes all prior discussions and agreements.
## IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
**[Party A Name]**
By: __________________________
Name: [Authorized Signatory Name]
Title: [Title]
Date: [Date]
**[Party B Name]**
By: __________________________
Name: [Authorized Signatory Name]
Title: [Title]
Date: [Date]
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*This document is intended for general informational purposes only and does not constitute legal advice. Parties are encouraged to seek legal counsel for specific guidance regarding their situation.*