Fill and Sign the 5 Key Considerations When Negotiating a License Agreement Form

Allowing Licensee to use the Software of Licensor License Agreement Page 1 of 5 Allowing Licensee to use the Software of Licensor License Agreement between Licensor and Licensee License Agreement made on the day of , 20 , between of , (Name of Licensee) (Street Address, City, County, State, Zip Code) referred to herein as Licensee, and , a corporation (Name of Licensor) organized and existing under the laws of the state of , with its (Name of State) principal office located at , referred (Street Address, City, County, State, Zip Code) to herein as Licensor. For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows: I. License. Licensor hereby grants to Licensee a non-exclusive, non-assignable, non-transferrable license to use Licensor's software (the Licensed Software) and trademarks (the Trademarks) and to participate in Licensor's website (the Website) (collectively referred to as Licensor's Property ). Licensee accepts the license and agrees to be bound by the terms and conditi ons of this Agreement. Licensee shall not reverse engineer, disassemble or decompile any software provided by Licensor, or otherwise attempt in any fashion other than as permitted by Li censor in writing, to obtain the source code to the Licensed Software. II. Title. Licensor shall own all right, title and interest in and to all intellec tual property, including any patent, copyright, trademark, trade secret and similar rights, in Licensor's Property or any other deliverable or work product arising out of or in connection with performance by Licensor or its Affiliates pursuant to this Agreement. The parties acknowledge that performance hereunder may result in the development by Licensor of new concepts, software, methods, techniques, processes, adaptations and ideas, in addition to Licensor's prior technology, which shall al so belong to Licensor. III. Payments and Fees. A.In consideration of Licensor's performance hereunder, Licensee shall pay to Licensor the following non-refundable fees: (i) a monthly participation fee of $ due on the first day of each month during the term of this Agreement; and (ii) a commission of % (the Commission) on all contracts or purchase orders for Licensee's products or services ( Licensee Products), sold or contracted to be sold by Licensee through the use of Licensor's Property, which amounts shall be payable within thirty (30) days after the awarding of a contract or submission of the purchase order. As used herein, Fees shall mean, collectively, the monthly Participation Fee and Allowing Licensee to use the Software of Licensor License Agreement Page 2 of 5 the Commission. A service charge of one and one-half percent (1.5%) per month or the highest lawful interest rate, whichever is lower, will be applied to all amounts which are not paid when due under this Agreement, such interest accruing from the due date. Licensee shall, within fifteen (15) days of receipt of any invoice which it disputes, provide written notice to Licensor of its dispute setting forth in reasonable detail the reason and basis for any such dispute. Absent any such notice, such invoice shall be deemed accepted. All fees and charges payable are exclusive of Taxes. B. Licensee shall provide Licensor summarized quarterly reports relating to the Fees (in detail and computer format as reasonably required by Licensor). Reports covering the prior calendar month will be provided to Licensor within fifteen (15) days following the end of that month, along with any Fees due to Licensor, payable by check or wire transfer of immediately available funds. Licensee shall maintain, in accordance with standard business practices, a complete, clear and accurate record of the contracts or purc hase orders it has bid on and won using Licensor's Property, and all Fees payable in respect thereof, and shall permit Licensor to examine such records upon Licensor's reasonable advance written request. Such records shall be maintained for a minimum of three (3) years. Licensor shall have the right at its expense to have an independent, certifi ed public accountant audit Licensee's records and books of account related to this Agreement for the sole purpose of verifying compliance with the payment terms of this Agreement. If the audit reveals that the amount which should have been paid to Licensor is five pe rcent (5%) or more than the amount paid by Licensee, Licensee shall pay the cost of the audit to Licensor. IV. Termination. Either party may terminate this Agreement at any time on thirty (30) days writt en notice to the other party. The licenses granted herein shall become null and void upon the termination of this Agreement. Upon any termination of this Agreement or any part hereof, all amounts owed by Licensee to Licensor shall become immediately due and payable. Without limiting any of the above provisions, in the event of termination by Licensee of this Agreement, Licensee shall continue to be obligated for any payments due. Termination of this Agreement shall be in addition to and not in lieu of any equitable or other remedies available to ei ther Licensor or Licensee. The respective rights and obligations of the parties under the provisions of Articles V and VII shall also survive any termination of this Agreement. V. Limited Warranties and Indemnities. A.Except as expressly set forth in this Article VI, there are no warranties with respect to Licensor's Property. Licensor and its suppliers make no warranty that the licensed software will meet licensee's requirements or that Licensor's Property will be error free or run without interruption. Licensor makes and licensee receives no other warranties whether express, implied, or statutory, and licensor expressly disclaims all other warranties, including the implied warranties of merchantability, non-infringement and fitness for a particular purpose. Licensee shall defend, indemnify and hold harmless Licensor from and against any claim, demand, cause of action, debt, or liability, including reasonable attorney's fees which arises or results from the Licensee's Products, including any representations made by Licensee or a sublicensee, any representations or warrantie s Allowing Licensee to use the Software of Licensor License Agreement Page 3 of 5 granted in excess of those made by Licensor or inadequate installation, maintenance or support by Licensee of Licensee's Products. B. Neither party nor its suppliers shall be responsible for any indirect, special, incidental, punitive, or consequential damages, including without limitation, loss of profits, loss of business or loss of revenue, even if advised of the possibility of such damages. The foregoing shall apply regardless of the negligence or other fault and regardless of whether such liability sounds in contract, negligence, strict liability, tort, or any other theory of legal liability. VI. Trademarks. Licensee acknowledges and agrees that it is necessary for Licensor to maintain uniform standards governing all facets of Licensor's products and services, including those relating to Licensee Products, in order to provide users with high quality and consistent levels of servi ce, and to protect the reputation and goodwill associated with Licensor products and services. Licensee agrees that all use of the Trademarks shall be in accordance with L icensor's then current trademark use guidelines and Licensee agrees to cooperate with Licensor in facilitating Licensor's monitoring and control of the nature and quality of materials or products bearing t he Trademarks. Licensee acknowledges and agrees that: A.The Trademarks are and shall remain the sole property of Licensor; B. Nothing in this Agreement shall convey to the Licensee any right of ownership in the Trademarks; C. Licensee shall not now or in the future contest the validity of the Trademarks; and D. Licensee shall not in any manner take any action that would impair the value of, or goodwill associated with, such Trademarks. Licensee acknowledges and agrees that all use of Trademarks by Licensee shall inure to the benefit of Licensor. VII. Confidentiality. Either party (the Disclosing Party) may from time to time disclose Confidential Information to the other party (the Recipient). Confidential Information is all nonpublic information concerning the business, technology, internal structure and strategies of the Disclosing Party which is conveyed to the Recipient orally or in tangible form and is e ither marked as confidential or which due to the circumstances surrounding its disclosure, such information would be reasonably construed as confidential. During the term of this Agreement and for a period of three (3) years thereafter, Recipient will keep in confidence and trust and will not disclose or disseminate, or permit any employee, agent or other person working under Recipient's direction to disclose or disseminate, the existence, source, content or substance of any Confidential Information to any other person. Recipient's employees and independent contractors will be given access to the Confidential Information only on a need-to-know ba sis, and only if they have executed a form of non-disclosure agreement with Recipient whi ch imposes a duty to maintain the confidentiality of information identified or descri bed as confidential by Recipient and after Recipient has expressly informed them of the c onfidential Allowing Licensee to use the Software of Licensor License Agreement Page 4 of 5 nature of the Confidential Information. Recipient will not copy or load any of the Confidential Information onto any computing device or store the Confidential Information electronicall y except in circumstances in which Recipient has taken all necessary precautions to prevent access to the information stored on the relevant device or electronic storage facility by anyone other than the persons entitled to receive the Confidential Information hereunder. VIII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is hel d to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of t he invalid provision. IX. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. X. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of . (Name of State) XI. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by c ertified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. XII. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. XIII. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbi tration Association then in force and effect. XIV. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XV. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding onl y if placed in writing and signed by each party or an authorized representative of each party. Allowing Licensee to use the Software of Licensor License Agreement Page 5 of 5 XVI. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XVII Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constit ute but one and the same instrument. XVIII. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. (Name of Licensor) (Signature of Licensee) (Signature of Officer) By: By: (Printed Name of Licensee) (Printed Name & Office in Corporation)