Business Font Document

BUSINESS FONT DOCUMENT

This Business Font License Agreement ("Agreement") is made effective as of Effective Date: by and between Licensor Name: and Licensee Name: .

WHEREAS

WHEREAS, Licensor is the creator and lawful owner of the typographic design, software files, source files, and associated materials comprising the Business Font identified in this Agreement (the "Font");

WHEREAS, Licensee desires to obtain a license to use the Font for certain business purposes, and Licensor is willing to grant such a license on the terms and conditions set forth below; and

WHEREAS, the parties intend by this Agreement to define the scope of permitted use, payment obligations, confidentiality obligations, and ownership of intellectual property.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Licensor shall deliver the Font files and associated documentation described below, and shall grant the license rights set forth in this Agreement. Deliverables and permitted uses must be described in detail by the parties.

License Grant: Subject to full payment and compliance with this Agreement, Licensor grants to Licensee a non-transferable, non-sublicensable license to use the Font for the permitted uses described above and within the territory specified. Ownership of the Font, including all copyrights, shall remain exclusively with Licensor unless an express assignment is made in writing.

LICENSE TYPE

Select the license type(s) granted:

PAYMENT TERMS

Licensee shall pay Licensor the fees set forth below in consideration for the license and deliverables.

All fees are exclusive of taxes. Licensee shall be responsible for any applicable sales, use, value-added, withholding, or other taxes arising from the transactions contemplated by this Agreement, excluding taxes based on Licensor's net income.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Notice Period (days): days after receipt of written notice. Licensor may immediately terminate this Agreement if Licensee fails to make timely payments.

Upon termination, Licensee must cease using the Font for any use not expressly preserved by a surviving license provision and must destroy or return all copies of the Font files within thirty (30) days, except where a perpetual license has been expressly granted.

CONFIDENTIALITY

Each party agrees to maintain as confidential and not to disclose to any third party any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information includes, without limitation, source files, design specifications, business terms, and pricing. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY, WARRANTIES AND INDEMNITY

Licensor represents and warrants that (a) it has full right, title and authority to grant the license set forth herein and (b) to Licensor’s knowledge the use of the Font as permitted by this Agreement will not infringe the intellectual property rights of any third party. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH, THE FONT IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

Licensee shall indemnify and hold harmless Licensor against any claim arising from Licensee's misuse of the Font or breach of this Agreement, including reasonable attorney fees and costs, provided that Licensor gives prompt written notice of any claim and cooperates in the defense.

LIMITATION OF LIABILITY

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID BY LICENSEE HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Exclusive venue for any dispute arising from this Agreement shall be the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Licensor may assign to an affiliate or purchaser of substantially all of its assets without Licensee consent. Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect. Notices: Notices required by this Agreement shall be delivered in writing to the contact addresses provided above.

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