Corporate License Agreement

CORPORATE LICENSE AGREEMENT

This Corporate License Agreement (the "Agreement") is entered into as of (the "Effective Date") by and between Licensor Name: , a organized under the laws of , with principal place of business at ; and Licensee Name: , a organized under the laws of , with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Licensor is the owner or lawful licensee of certain intellectual property, technology, and related materials described as:

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use the Licensed Property on the terms and conditions set forth in this Agreement for the purpose of:

WHEREAS, the Parties intend by this Agreement to define their respective rights and obligations with respect to the Licensed Property.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. GRANT OF LICENSE

1.1 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Exclusive Non-Exclusive Sole license to use the Licensed Property in the Territory: for the Field of Use: .

1.2 Scope. The license granted is limited to the express rights set forth in this Agreement. Any use, reproduction, modification, distribution, sublicensing, or exploitation of the Licensed Property not expressly permitted by this Agreement is prohibited without Licensor's prior written consent.

2. LICENSE RESTRICTIONS

2.1 Restrictions. Licensee shall not, and shall ensure that its affiliates and sublicensees do not: (a) reverse engineer, decompile, disassemble or otherwise attempt to derive source code or underlying structure from the Licensed Property unless expressly authorized in writing; (b) remove or alter any proprietary notices or legends; (c) use the Licensed Property to create competing products or services outside the Field of Use; or (d) export or re-export the Licensed Property in violation of applicable law.

2.2 Compliance. Licensee shall use commercially reasonable efforts to comply with all applicable laws and regulations in its use of the Licensed Property and shall obtain any permits or approvals necessary for the conduct of its business.

3. FEES AND PAYMENTS

3.1 Consideration. In consideration for the license granted herein, Licensee shall pay Licensor the following fees and royalties: Royalty Rate: ; Minimum Annual Royalty: .

3.2 Payment Terms. Royalties shall be calculated quarterly and payable within days after the end of each calendar quarter. All payments shall be made in United States dollars to the account designated by Licensor in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of years, unless earlier terminated in accordance with this Agreement. The Agreement shall automatically renew not renew upon mutual written agreement as set forth herein.

4.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4.3 Effect of Termination. Upon expiration or termination of this Agreement, Licensee shall cease all use of the Licensed Property and, at Licensor's election, return or destroy all copies of the Licensed Property and certify such destruction in writing. Termination shall not relieve Licensee of obligations to pay amounts accrued prior to termination.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each Party shall protect Confidential Information of the other Party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Exclusions. Confidential Information does not include information that is (a) publicly known without breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed without use of the other Party's Confidential Information, or (d) required to be disclosed by law, provided that the disclosing Party gives prompt notice and cooperates to limit disclosure.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Licensor retains all right, title and interest in and to the Licensed Property and all related intellectual property rights. Licensee acknowledges that no ownership rights are transferred to Licensee by this Agreement except the limited license granted herein.

6.2 Marks and Attribution. Licensee shall not use Licensor's trademarks or trade names except as expressly authorized in writing. Any permitted use shall adhere to Licensor's branding guidelines as may be provided from time to time.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Mutual Representations. Each Party represents and warrants that it has the full corporate power and authority to enter into and perform its obligations under this Agreement and that the execution and performance of this Agreement have been duly authorized.

7.2 Licensor Warranty. Licensor represents that, to Licensor's knowledge, it has the right to grant the license set forth in this Agreement and that the Licensed Property, as delivered to Licensee, will not infringe any third-party copyrights or patents as of the Effective Date. Licensor's sole obligation under this Section shall be, at Licensor's option, to (a) obtain the right for Licensee to continue to use the Licensed Property, or (b) replace or modify the Licensed Property so that it becomes non-infringing.

7.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE LICENSED PROPERTY IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

8. INDEMNIFICATION

8.1 Licensee Indemnity. Licensee shall defend, indemnify and hold harmless Licensor and its officers, directors and affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's breach of this Agreement, negligence, willful misconduct, or unauthorized use of the Licensed Property.

8.2 Procedure. The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnity is sought. The indemnifying Party shall have the right to assume control of the defense and settlement of such claim, provided that the indemnifying Party may not settle any claim that imposes liability on the indemnified Party without the indemnified Party's prior written consent.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

9.2 Cap on Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate by notice to the other Party in accordance with this Section.

11. ASSIGNMENT

Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided that the assignee assumes the assigning Party's obligations under this Agreement. Any assignment in violation of this Section shall be void.

12. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude further exercise of that right.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall remain in full force and effect.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of laws principles that would require application of the laws of any other jurisdiction.

15. ENTIRE AGREEMENT

This Agreement, together with any schedules, exhibits and attachments hereto, 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.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed binding for all purposes.

MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. The obligations of the Parties that by their nature are intended to survive termination or expiration of this Agreement shall so survive, including but not limited to Sections relating to Confidentiality, Indemnification, Intellectual Property and Limitation of Liability.

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