Legal Draft Licence Agreement

LEGAL DRAFT LICENCE AGREEMENT

This Licence Agreement (the "Agreement") is entered into as of by and between Licensor Name: a Corporation LLC Individual with registered address , and Licensee Name: a Corporation LLC Individual with registered address .

RECITALS

WHEREAS, Licensor owns or controls certain intellectual property and materials described as the "Licensed Materials" below and possesses the right to grant licences in and to those materials;

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a licence to exercise certain specified rights in the Licensed Materials on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that the activities authorized by this Agreement shall be subject to the limitations, payment obligations, and other provisions set forth below.

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 acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Licensed Materials" means the materials, works, code and documentation described as follows:

1.2 "Territory" means .

1.3 "Effective Date" means the date set forth above.

2. GRANT OF LICENCE

2.1 Licence. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Exclusive Non-exclusive licence to use the Licensed Materials in the Territory for the Purpose: .

2.2 Scope. The licence granted is limited to the rights expressly granted in Section 2 and does not include the right to sublicense except as expressly set forth in this Agreement. Licensee shall not use the Licensed Materials for any purpose not expressly permitted herein.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement.

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

3.3 Effect of Termination. Upon termination, Licensee shall cease all use of the Licensed Materials and, at Licensor's option, return or destroy all copies. Termination shall be without prejudice to any remedies that the non-breaching party may have at law or in equity.

4. FEES AND PAYMENT

4.1 Fees. Licensee shall pay Licensor the fees set forth as follows: Initial licence fee and ongoing royalty of of Net Revenues derived from use of the Licensed Materials.

4.2 Payment Terms. Fees are due within days of invoice. Overdue amounts accrue interest at the rate of .

5. INTELLECTUAL PROPERTY

5.1 Ownership. Except for the licence expressly granted herein, Licensor retains all right, title and interest in and to the Licensed Materials, including all intellectual property rights. No rights are granted by implication.

5.2 Marks and Attribution. Licensee shall not remove any proprietary notices and shall provide attribution in the following form where reasonably practicable: "Licensed from [Licensor]" — to be used in accordance with Licensor's standard attribution guidelines.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential.

6.2 Protection. Each party shall protect Confidential Information of the other 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 shall use Confidential Information only to perform its obligations under this Agreement.

6.3 Duration. The obligations in this Section survive termination for a period of from the date of disclosure.

7. REPRESENTATIONS AND WARRANTIES

7.1 By Licensor. Licensor represents and warrants that it has the full right and authority to grant the licence granted herein and that to its knowledge the Licensed Materials do not infringe third party intellectual property rights.

7.2 By Licensee. Licensee represents and warrants that it will use the Licensed Materials in compliance with this Agreement and applicable law.

8. INDEMNIFICATION

8.1 Licensee Indemnity. Licensee shall defend, indemnify and hold harmless Licensor, its affiliates and their respective officers, directors and employees from and against any losses, liabilities, damages, costs and expenses arising out of Licensee's use of the Licensed Materials or breach of this Agreement.

8.2 Procedure. The indemnified party will give prompt written notice of any claim and provide reasonable assistance and control of the defense, subject to limitations on settlement without the indemnifying party's consent.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. Except for liability arising from willful misconduct, indemnity obligations or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages.

9.2 Cap. The aggregate liability of each party arising out of or related to this Agreement shall not exceed .

10. TAXES

All fees are exclusive of taxes. Each party is responsible for its own taxes arising from this Agreement. Where applicable, Licensee shall remit any withholding or sales taxes, unless Licensee provides a valid exemption certificate.

11. AUDIT RIGHTS

Licensor may audit Licensee's records relating to revenues and use of the Licensed Materials no more than once per upon reasonable prior notice during regular business hours. Any underpayment discovered shall be paid within 30 days together with interest on the underpayment.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below.

13. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by the party against whom enforcement is sought. The failure or delay to exercise any right is not a waiver of that right.

14. ASSIGNMENT

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

15. 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. Signatures delivered by electronic transmission shall be deemed original signatures.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to conflict of laws principles.

16.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements.

16.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate substitute provisions to effect the original intent.

17. MISCELLANEOUS

Any party claiming a breach shall be entitled to seek injunctive relief in addition to any other remedies. The provisions of this Agreement that by their nature should survive termination shall survive.

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