Document License Copy

DOCUMENT LICENSE COPY

Parties

Recitals

WHEREAS, Licensor is the lawful owner of the document identified as and holds authority to grant copies and usage rights under the terms set forth in this Agreement;

WHEREAS, Licensee has requested and Licensor has agreed to provide a licensed copy of the Licensed Document for the purposes described herein as of the Effective Date: ; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, term and termination, and governing law applicable to the licensed copy.

Scope of Work

Licensor hereby grants Licensee a non-exclusive, revocable license to possess and use the licensed copy solely for the purposes described below. The license is limited to the specific copy delivered and does not convey ownership or any rights not expressly granted below.

Payment Terms

In consideration for the license granted herein, Licensee shall pay Licensor the license fee and comply with the payment schedule set forth below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Any payment not received within the period specified in the Payment Schedule shall incur the Late Fee above and interest at a rate of 1.5% per month (or the maximum permitted by law, if lower) calculated from the date due until paid. Licensee shall also be responsible for collection costs and reasonable attorneys' fees incurred by Licensor in enforcing payment obligations.

Term and Termination

This license shall commence on the Start Date: and shall expire on the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after written notice specifying the breach. Licensor may also terminate immediately upon notice if Licensee fails to pay any amounts when due. Upon termination, Licensee shall return or securely destroy all licensed copies and certify such destruction in writing within 10 days.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party that is marked confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (i) publicly known through no breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed by the receiving party, or (iv) required to be disclosed by law, provided that the receiving party gives prompt written notice and cooperates to seek protective measures.

The obligations under this section shall survive termination or expiration of this Agreement for a period of three (3) years, or longer if required by applicable law or as to trade secrets for so long as such information remains a trade secret.

Representations and Warranties; Liability

Each party represents that it has full power and authority to enter into this Agreement. Licensor represents that, to the best of its knowledge, it holds the rights necessary to grant the license described herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any exhibits or annexes attached hereto and any written amendments executed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification shall be effective unless in writing and signed by both parties.

Certification of Copy

Licensor certifies that the copy provided under this Agreement is a true, complete and unaltered copy of the original document identified above unless otherwise noted in writing. Licensee acknowledges receipt of the licensed copy described in this Agreement and agrees to the limitations on use set forth herein.

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