Business Licenses Template

BUSINESS LICENSES AGREEMENT

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

Recitals

WHEREAS, Licensor is the owner of certain business names, marks, trade dress, processes and related materials and has the right to grant licenses with respect thereto; and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use the licensed materials for the purposes and subject to the restrictions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms, compensation and protections relating to such license in a written agreement.

License Grant

Licensor hereby grants to Licensee a exclusive non-exclusive license to use the following Licensed Property: within the Territory: .

Scope of Work

Payment Terms

License Fee (initial): $. Royalties (if any): .

Late Payment: Any undisputed amount not paid when due shall bear interest at or the maximum rate permitted by law, whichever is less. Licensee shall also pay reasonable collection costs and attorneys' fees incurred by Licensor in collecting overdue amounts.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach by the other party that remains uncured for days after written notice. Licensor may terminate immediately upon Licensee's insolvency, assignment for the benefit of creditors, or unauthorized assignment of the license.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that is (a) publicly available through no fault of the receiving party; (b) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (c) rightfully received from a third party without obligation of confidentiality.

The receiving party shall keep Confidential Information confidential, use it only for the purposes of performing under this Agreement, and restrict disclosure to employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. These obligations shall survive for years after termination or expiration of this Agreement.

Reporting, Audit and Compliance

Licensor may, upon reasonable prior written notice and during normal business hours, audit Licensee's relevant books and records to verify compliance with the terms of this Agreement and the accuracy of payments. Any underpayment revealed by audit shall be promptly paid by Licensee together with interest as set forth in the Payment Terms; significant underpayments shall also entitle Licensor to reimbursement of audit costs.

Representations, Indemnification and Limitations

Each party represents that it has the full power and authority to enter into this Agreement. Licensor represents that, to Licensor's knowledge, the Licensed Property does not infringe the valid rights of third parties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE LICENSED PROPERTY IS PROVIDED "AS IS" AND LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Licensee shall indemnify, defend and hold harmless Licensor from and against any claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising from Licensee's use of the Licensed Property, any breach of this Agreement, or Licensee's negligence or willful misconduct. Neither party shall be liable for consequential, incidental, punitive or special damages except for breach of confidentiality or willful misconduct.

Compliance with Laws and Permits

Licensee is responsible for obtaining and maintaining all permits, licenses and approvals necessary for Licensee's use of the Licensed Property and for compliance with all applicable laws, rules and regulations. Licensee shall provide evidence of such permits upon Licensor's reasonable request.

Assignment and Sub-licensing

Licensee shall not assign, transfer or sublicense its rights under this Agreement without the prior written consent of Licensor, which consent shall not be unreasonably withheld except where such assignment would materially increase Licensor's risk. Any attempted assignment in violation of this section shall be void.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement

This Agreement, including all schedules and exhibits executed by the parties, 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 to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices required by this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. The parties acknowledge that monetary damages may not be an adequate remedy for breach of confidentiality or misuse of the Licensed Property and that injunctive relief may be appropriate in addition to other remedies.

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