Business MLPL Template

BUSINESS MLPL TEMPLATE

THIS MASTER LICENSE AND PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and entered into as of by and between:

RECITALS

WHEREAS, Party A is engaged in the development, licensing, and provision of certain intellectual property, software, services and professional advisory work described herein (collectively, "Services and Licensed Materials"); and

WHEREAS, Party B desires to obtain a license to use the Licensed Materials and to engage Party A to perform professional services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend this Agreement to govern the parties' respective rights and obligations with respect to the scope of work, fees, confidentiality, and other matters set forth below.

SCOPE OF WORK

Party A shall perform the Services and deliver the Deliverables in accordance with the schedule and milestones set forth in the payment and schedule provisions below. Any material changes to the Scope of Work must be documented in a written change order executed by authorized representatives of both parties.

PAYMENT TERMS

Late payments shall accrue interest at the rate specified above, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. In addition to interest, the non-prevailing party shall reimburse the prevailing party for reasonable collection costs including attorneys' fees.

TERM AND TERMINATION

Term Commencement: This Agreement shall commence on and, unless earlier terminated as provided below, shall continue until .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of liabilities accrued prior to the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party to the other, whether disclosed orally, in writing, visually or electronically, including business plans, customer lists, technical data, trade secrets, pricing, and any analyses, compilations, studies or other documents prepared by the receiving party that contain or otherwise reflect such information.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, (b) restrict disclosure of Confidential Information to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement by the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Remedies and Duration: The parties acknowledge that monetary damages may not be a sufficient remedy for breach of confidentiality and that injunctive relief may be appropriate in addition to other remedies. The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of unless a longer period is required by applicable law.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise expressly agreed in writing, Party A retains all right, title and interest in and to its pre-existing intellectual property and any intellectual property developed by Party A outside the scope of this Agreement. To the extent Party A delivers new, project-specific deliverables created pursuant to this Agreement, Party A grants Party B a limited, non-exclusive, non-transferable license to use such deliverables for Party B's internal business purposes as expressly set forth in this Agreement.

Third-Party Materials: Any third-party software, open-source components, or pre-existing materials included in the Deliverables shall be licensed under their respective terms and are not transferred in ownership to Party B. Party A will identify such third-party components in writing upon request.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall first attempt to resolve any dispute arising under this Agreement through good faith negotiations. If unresolved, the parties agree that disputes shall be resolved by binding arbitration in the state specified above, unless both parties mutually agree in writing to proceed in a court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits or executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail to the addresses provided above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, or agency relationship.

Sign Now