Business MLA Document

Business MLA Document

This Master License and Services Agreement (the "Agreement") is entered into effective as of between:

WHEREAS

WHEREAS, Licensor develops, owns and controls certain software, documentation, technology and related materials and intellectual property described herein and wishes to grant Licensee certain rights to use such materials under the terms set forth in this Agreement; and

WHEREAS, Licensee desires to obtain a license to use the licensed materials and to engage Licensor to provide services as described in the Scope of Work, and Licensor is willing to grant such license and provide such services on the terms set forth below.

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

1. Scope of Work

Licensor shall provide the license and the professional services described below. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

2. License Grant and Intellectual Property

Licensor grants to Licensee a non-exclusive, non-transferable (except as provided in Section 8), limited license to use the licensed materials solely for Licensee's internal business purposes as expressly set forth in this Agreement. All intellectual property rights not expressly granted are reserved to Licensor. Licensee acknowledges that modifications, derivatives and improvements to the licensed materials developed by Licensor remain the exclusive property of Licensor.

3. Payment Terms

In consideration for the license and services, Licensee shall pay Licensor fees in accordance with this Section. Unless otherwise stated, all amounts are payable in U.S. dollars and are exclusive of taxes.

All undisputed invoices shall be paid within the number of days specified in the Payment Schedule. Fees overdue beyond the agreed payment period shall accrue the Late Payment Fee. Licensee is responsible for reasonable costs of collection of past due amounts, including attorneys' fees.

4. Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party upon written notice if the breaching party fails to cure the breach within the Notice Period. Licensor may also suspend license rights if Licensee fails to pay undisputed fees when due, provided Licensor delivers written notice and a reasonable opportunity to cure.

5. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or which, by its nature, should reasonably be understood to be confidential. Each receiving party shall (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through breach of this Agreement; (ii) was rightfully known to the receiving party without restriction prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is rightfully obtained from a third party without restriction and without breach of an obligation of confidentiality.

6. Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. Except for breach of confidentiality, willful misconduct, or infringement claims arising directly from Licensor's materials, neither party shall be liable for indirect, special, incidental or consequential damages. Total aggregate liability under this Agreement for any claim shall not exceed the total fees paid by Licensee to Licensor under this Agreement in the twelve (12) months preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for any disputes arising under this Agreement.

8. Miscellaneous

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. Waiver of any right shall not be effective unless in writing.

9. Entire Agreement

This Agreement, together with any exhibits, schedules and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

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