License Agreement

for AGC Form Contracts

Associated General Contractors of Minnesota (AGC-MN) is the creator of the AGC-MN form Contracts (“Content”) and owns all rights to the Content. By using the Content or purchasing a license to the Content, you agree to use the Content only as permitted in this license.  A member license expires automatically at the time you are no longer a member in good standing of AGC-MN. A non-member license may be purchased for a specified duration and expires automatically at the end of that duration. Typically, a license will expire at the end of February in each year.  Upon expiration, you may retain copies of executed agreements and may not use the Content prospectively.

The standard and commercial licenses permit the party to use the Content as a model to create a proposed contract to another user.  The fees apply to the proposing user and, pursuant to a commercial license, the proposing user’s attorney. The Content has been approved by AGC-MN’s Contracts Committee and bear the AGC-MN’s Contracts Committee’s certification mark.  Using the form contracts bearing the AGC-MN’s Contracts Committee mark enables users/Parties (“Parties”) to rely upon the integrity of the terms approved by the Contracts Committee, except the following permitted changes: (a) the change is responsive to and in a form field for the Parties to enter or choose terms, (b) the change is by clear redline and signed or initialed by both Parties, or (c) the change is made in an addendum or separate term sheet that is signed by both Parties.  No other change is permitted.  The Parties agree that any change not made pursuant to these terms violates AGC’s proprietary rights (e.g. trademarks (including certification marks) and copyrights), to which the Parties are intended beneficiaries, and renders such change voidable by the other Party. AGC-MN reserves its rights to enforce its proprietary rights from infringements, including unlicensed uses, and recover damages, statutory damages, attorney’s fees, and any other remedy permitted by state, federal, or international law.

All users agree to and become Parties to this License; and those Parties and any beneficiaries may rely that no non-permitted changes have been made to the Content.

Any goodwill arising from the use of any Content shall inure to AGC-MN. All rights not expressly stated are reserved.

Standard License.  The Standard License lets you use the Content internally for your business during the license duration to enter into construction agreements.  You may not sell or distribute or otherwise appropriate the Content. A standard license is limited, non-exclusive, revocable, non-sublicensable and non-transferable.

Commercial License.  A commercial license is available for registered attorneys engaged in practice of law, and enables the attorney to request a temporal license on behalf of the client who is not an AGC-MN member by requesting a license from AGC-MN. The respective fees above apply.  An attorney does not require a license to provide legal advice on a contract that is based on the Content and provided by the client (who has a valid license) to the attorney.  A commercial license is limited, non-exclusive, revocable, non-sublicensable and non-transferable.  You may not appropriate the Content.

General Terms.  Downloading, using, accepting the use of, or requesting a license from AGC-MN to the Content demonstrates assent to these license terms.  If you do not agree with these terms, you must stop using the Content, delete all copies of the Content, and inform AGC-MN.  You must also provide specific notice to any contractual parties with whom you may have entered into a contract based upon the Content.

The Content is considered a model requiring your review.  You agree that AGC-MN is not providing you with legal advice.  If you have any legal questions, you should contact your attorney.  YOU UNDERSTAND AND AGREE TO THE EXTENT PERMITTED BY LAW THAT AGC-MN WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, GOODWILL, USE, DATA OR OTHER INTANGIBLE DAMAGES OR LOSSES ARISING FROM YOUR USE OF THIS CONTENT.

You agree that the Content is protected by State, federal and international copyright and trademark laws, and any use not expressly authorized by this license will constitute an infringement of AGC-MN’s proprietary rights.  Nothing in this agreement is intended to waive any AGC-MN rights under the law, including the right for injunctive relief or statutory damages, or attorney’s fees.

The English version of this agreement shall govern and control any translations. All claims or disputes related to this license will be subject to exclusive venue in the state or federal court in Ramsey County, Minnesota, United States of America, and the Parties agree that such personal jurisdiction and venue are proper. This license agreement represents the entire agreement and supersedes all prior discussions and understandings on this subject. If any provision is held invalid or unenforceable, the remainder of this license agreement will remain in full force and effect.

For subscription or access, click the link below to become a member.  For other questions, please contact Mike.

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