Business License Proposal

BUSINESS LICENSE PROPOSAL

Proposal Number:   Proposal Date:   Effective Date:

PARTIES

RECITALS

WHEREAS, Licensor Name: represents that it owns or controls certain intellectual property, business methods and/or commercial rights identified in this proposal and has the authority to grant a license in accordance with the terms set forth below;

WHEREAS, Licensee Name: desires to obtain a license to use such rights for commercial purposes subject to the terms, payment and limitations specified in this Business License Proposal;

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows.

SCOPE OF LICENSE

Licensed Rights and Deliverables:

Territory:   Exclusivity: Exclusive    Non-exclusive

PAYMENT TERMS

License Fee (Total):

Deposit Amount:   Final Payment Due Within: days of invoice

Late Payment: A late fee of or interest at per month, whichever is greater, may be assessed on amounts not paid when due.

TERM AND TERMINATION

Initial Term Start Date:   Initial Term End Date:

Renewal: Automatic renewal: Yes   Renewal Term:

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within days after receipt of written notice.

Termination for Convenience: Either party may terminate upon days' prior written notice to the other party, subject to payment obligations accrued through the effective date of termination.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party and shall not use or disclose such information except as necessary to perform obligations under this Proposal. Confidential information excludes information that: (a) is or becomes public other than by breach; (b) is rightfully received from a third party without restriction; or (c) is independently developed. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality Acknowledgment: Acknowledged and agreed

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate or other capacity and authority to enter into this Proposal and to perform its obligations hereunder. Licensor further represents that, to the best of its knowledge, the licensed rights do not infringe third‑party intellectual property rights and that it will defend Licensee against claims arising from Licensor's breach of such representation.

GOVERNING LAW

This Proposal and any resulting license agreement shall be governed by and construed in accordance with the laws of: without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of courts located in that jurisdiction for disputes arising out of this Proposal.

ENTIRE AGREEMENT

This Proposal, together with any attachments, exhibits and executed schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Proposal shall be made in writing and delivered to the addresses below:

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