Legal EGA Agreement

LEGAL EGA AGREEMENT

This Exclusive Grant Agreement ("Agreement") is made and entered into as of by and between Grantor Name: (Entity Type: Individual Corporation LLC Partnership ) with principal address ; and Grantee Name: (Entity Type: Individual Corporation LLC Partnership ) with principal address .

RECITALS

WHEREAS, Grantor is the owner of certain intellectual property, know-how and materials described as (the "Licensed Materials");

WHEREAS, Grantee desires the exclusive right to exploit the Licensed Materials within the Territory and Field of Use described below, and Grantor is willing to grant such rights subject to the terms set forth herein;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the grant, exploitation, and protection of the Licensed Materials.

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

1. DEFINITIONS

1.1 "Licensed Materials" means the materials identified above and any modifications, improvements, or derivatives thereof created during the Term.

1.2 "Territory" means .

1.3 "Field of Use" means .

2. GRANT OF RIGHTS

2.1 Grant. Subject to the terms and conditions of this Agreement, Grantor hereby grants to Grantee an exclusive, irrevocable, transferable (subject to Section 2.3), and sublicensable license to use, reproduce, perform, distribute, and otherwise exploit the Licensed Materials in the Territory for the Field of Use during the Term.

2.2 Reservation. Grantor reserves all rights in the Licensed Materials not expressly granted to Grantee under this Agreement.

2.3 Assignment and Transfer. Grantee may assign or transfer its rights under this Agreement only upon prior written consent of Grantor, which shall not be unreasonably withheld; provided, however, that Grantee may assign this Agreement in connection with a sale of substantially all of its assets or a merger without Grantor's consent upon written notice to Grantor.

3. SCOPE AND RESTRICTIONS

3.1 Use. Grantee shall exploit the Licensed Materials in a commercially reasonable manner and shall not use the Licensed Materials in any manner that would materially harm the reputation or goodwill of Grantor.

3.2 Restrictions. Grantee shall not reverse engineer, decompile, or disassemble the Licensed Materials except to the extent expressly permitted by applicable law; nor shall Grantee use the Licensed Materials outside the Field of Use or Territory without the prior written consent of Grantor.

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 (the "Term"), unless earlier terminated in accordance with this Agreement.

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

4.3 Effect of Termination. Upon expiration or termination, all rights granted to Grantee under this Agreement shall revert to Grantor, except that obligations that by their nature survive termination shall survive, including payment, confidentiality, indemnification and ownership provisions.

5. CONSIDERATION

5.1 Upfront Fee. Grantee shall pay Grantor an upfront fee of payable within days of the Effective Date.

5.2 Royalties. Grantee shall pay Grantor royalties equal to of Net Revenues, payable quarterly within days after the end of each calendar quarter. "Net Revenues" shall mean gross receipts less customary and documented returns, taxes collected on behalf of taxing authorities and direct third-party distribution fees.

5.3 Audit Rights. Grantor shall have the right, upon reasonable prior notice and during normal business hours, to audit Grantee's records relating to Net Revenues for a period of two (2) years following each royalty payment; any underpayment uncovered shall be promptly paid, together with interest at the lesser of 1.5% per month or the maximum lawful rate.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other relating to the Licensed Materials, business plans, pricing, or other proprietary matters. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

6.2 Exclusions. Confidential Information shall not include information that is (a) publicly known through no breach by the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed without use of Confidential Information; or (d) required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective relief.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Grantor retains all right, title and interest in and to the Licensed Materials and any intellectual property rights therein, subject only to the license expressly granted to Grantee under this Agreement.

7.2 Improvements. Any improvements, modifications or derivative works to the Licensed Materials created by Grantee during the Term shall be considered Licensed Materials and shall be subject to the rights granted under this Agreement unless the parties expressly agree in writing otherwise.

8. REPRESENTATIONS AND WARRANTIES

8.1 By Grantor. Grantor represents and warrants that (a) it has the full right, power and authority to enter into and perform this Agreement; (b) it is the owner of the Licensed Materials or otherwise has the right to grant the license granted hereunder; and (c) to Grantor's knowledge the Licensed Materials do not infringe any third party intellectual property rights as of the Effective Date.

8.2 By Grantee. Grantee represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that its performance will comply with applicable laws.

8.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8, THE LICENSED MATERIALS AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. INDEMNIFICATION

9.1 Indemnification by Grantor. Grantor shall defend, indemnify and hold harmless Grantee from and against any third-party claim alleging that the Licensed Materials, as provided by Grantor, infringe a third party's intellectual property rights, and shall pay any settlements and damages finally awarded, provided that Grantee gives Grantor prompt written notice of the claim and cooperates in the defense.

9.2 Indemnification by Grantee. Grantee shall defend, indemnify and hold harmless Grantor from and against any third-party claim arising from Grantee's exploitation of the Licensed Materials in breach of this Agreement, and shall pay any settlements and damages finally awarded.

10. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS, LOSS OF BUSINESS, OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY GRANTEE TO GRANTOR DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or such other address as a party designates by notice in accordance with this Section.

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall be deemed a waiver of any other or subsequent breach.

13. 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.

14. ENTIRE AGREEMENT

This Agreement, together with any schedules or exhibits executed by the 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 oral or written.

15. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

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. Signatures transmitted by electronic means shall be binding.

17. MISCELLANEOUS

The parties acknowledge that each has had the opportunity to be represented by counsel. Headings are for convenience only and shall not affect interpretation. Each party shall execute such further documents as reasonably required to effectuate the provisions of this Agreement.

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