Game License Agreement

GAME LICENSE AGREEMENT

This Game License Agreement ("Agreement") is made and entered into by and between:

Licensor Name:

Licensee Name:

WHEREAS

WHEREAS, Licensor is the owner and/or authorized distributor of certain computer, console and/or mobile game software and associated assets identified as Title: (the "Game"); and

WHEREAS, Licensee desires to obtain, and Licensor desires to grant, a license to use the Game under the terms and conditions set forth herein.

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

1. Grant of License

Licensor hereby grants to Licensee a Exclusive    Non-exclusive license to use, reproduce, and distribute the Game within the Territory and Platforms specified below, subject to the limitations in this Agreement. The license granted is: Territory: ; Platform(s):

The Licensee shall not sublicense, assign, or otherwise transfer rights to third parties except as authorized in writing by Licensor. Licensee shall not alter or remove any copyright, trademark, or other proprietary notices contained in the Game or related materials.

2. Scope of Work

Licensee shall perform the Scope of Work in a professional manner and shall comply with any technical requirements and submission standards provided by Licensor. Changes to the Scope of Work must be agreed in writing and may be subject to additional fees.

3. Payment Terms

All amounts are payable in lawful currency of the United States unless otherwise agreed. Licensee is responsible for all taxes, duties or levies imposed in connection with payments due hereunder, except taxes based on Licensor's net income. Late payments shall accrue interest at the rate specified above and Licensor may suspend rights upon continued nonpayment after notice.

4. Term and Termination

Term Start Date: Month Day Year

Term End Date: Month Day Year

Either party may terminate this Agreement upon material breach by the other party that is not cured within the notice period specified above. Upon termination or expiration, Licensee shall cease all use of the Game and, at Licensor's election, return or destroy all confidential materials and copies thereof. Sections that by their nature survive termination shall remain in effect.

5. Confidentiality

Each party shall keep confidential and shall not disclose to any third party any non-public information of the other party marked or identified as confidential or which should reasonably be understood to be confidential ("Confidential Information"), except as required by law. Confidentiality obligations do not extend to information that is (a) already known to the receiving party without obligation of confidentiality, (b) becomes publicly known other than by breach of this Agreement, or (c) is rightfully obtained from a third party without restriction.

The receiving party shall use Confidential Information only as required to exercise rights or perform obligations under this Agreement and shall apply at least the same degree of care to protect Confidential Information as it applies to its own confidential information, but in no event less than reasonable care. Confidentiality obligations survive termination for a period of three (3) years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets.

6. Intellectual Property

Licensor retains all right, title and interest in and to the Game, including all copyrights, moral rights, trademarks, trade secrets and other intellectual property rights. Licensee gains only the rights expressly granted in this Agreement. Any improvements, modifications or derivative works created by Licensee that are based on the Game shall be treated as:

7. Representations, Indemnity and Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement. Licensor represents that, to its knowledge, the Game does not infringe third-party intellectual property rights. Licensee shall indemnify, defend and hold harmless Licensor from any claims arising from Licensee's use, modification, distribution, or commercialization of the Game outside the scope granted hereunder.

Except for willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party shall not exceed the fees paid or payable by Licensee to Licensor under this Agreement in the twelve (12) months preceding the claim.

8. Notices

All notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given upon personal delivery, three (3) days after deposit in certified mail, or one (1) day after deposit with an overnight courier.

9. Governing Law

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

10. Entire Agreement

This Agreement, together with any attachments or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No modification shall be effective except in a writing signed by authorized representatives of both parties.

11. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except to an acquirer of substantially all of its business or assets. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to consult legal counsel and that any rule construing ambiguities against the drafter shall not apply.

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