Legal Licence Agreement

LEGAL LICENCE AGREEMENT

This Legal Licence Agreement (the "Agreement") is made as of the Effective Date: between Licensor Name: , entity type: Corporation LLC Individual , formed under the laws of , with principal place of business at (Licensor); and Licensee Name: , entity type: Corporation LLC Individual , formed under the laws of , with principal place of business at (Licensee). Licensor and Licensee are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Licensor owns or controls certain intellectual property, software, documentation and related materials described as Licensed Materials below; and

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

WHEREAS, the Parties intend by this Agreement to set forth the full terms and conditions of the licence grant, payment, restrictions, confidentiality, and remedies for breach.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Licensed Materials" means the specific works, software, documentation, designs, source code, object code, data and other materials listed in the schedule attached hereto or described herein. Brief description of Licensed Materials:

1.2 "Territory" means the geographic area in which Licensee may exercise rights under this Agreement:

1.3 "Permitted Use" means the uses expressly authorised by this Agreement as set out in Section 3.

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 for the Permitted Use within the Territory, subject to the restrictions in Section 4.

2.2 Sublicensing. Licensee shall have the right to grant sublicences only if Licensor has checked and authorised sublicensing below: Sublicense permitted

3. SCOPE OF PERMITTED USE

3.1 Purpose. Licensee may use, reproduce and distribute the Licensed Materials only for the following purpose(s):

3.2 Restrictions. Except as expressly provided in this Agreement, Licensee shall not (a) modify the Licensed Materials except as authorised in writing; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from object code; (c) remove, alter or obscure any copyright, trademark or other proprietary notices; or (d) use the Licensed Materials for any unlawful purpose.

4. TERM AND TERMINATION

4.1 Term. The licence granted under this Agreement commences on the Effective Date and continues for a period of years unless earlier terminated in accordance with this Agreement.

4.2 Termination for Cause. Either Party may terminate this Agreement on written notice if the other Party materially breaches any material 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 termination or expiration, Licensee shall cease all use of the Licensed Materials and, at Licensor's option, return or destroy all copies and certify in writing that such destruction has occurred.

5. FEES AND PAYMENT

5.1 Licence Fee. In consideration for the licence granted herein, Licensee shall pay to Licensor the fees set forth below:

5.2 Payment Terms. Unless otherwise agreed in writing, all amounts are payable within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. All right, title and interest in and to the Licensed Materials, including all intellectual property rights, shall remain with Licensor. No ownership rights are conveyed by this Agreement except the licence rights expressly granted.

6.2 Improvements. Any modifications, enhancements or derivative works created by Licensee that are based upon the Licensed Materials shall be owned by , unless otherwise agreed in writing.

7. CONFIDENTIALITY

7.1 Confidential Information. "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

7.2 Obligations. Each Party shall maintain the confidentiality of Confidential Information of the other Party, shall not disclose it to third parties except as permitted by this Agreement, and shall use at least the same degree of care to protect it as used to protect its own confidential information, but in no event less than reasonable care.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement and that the execution and delivery of this Agreement has been duly authorised.

8.2 Licensor Warranty. Licensor represents that, to its knowledge, the Licensed Materials do not infringe any third party intellectual property rights. Licensor does not warrant that the Licensed Materials are error-free.

9. INDEMNIFICATION

9.1 By Licensor. Licensor shall indemnify, defend and hold harmless Licensee from and against any third party claim that the Licensed Materials, as delivered by Licensor, infringe a third party's intellectual property rights, provided that Licensee gives prompt written notice of such claim and affords Licensor sole control of the defense and settlement.

9.2 By Licensee. Licensee shall indemnify, defend and hold harmless Licensor from and against any claim arising from Licensee's breach of this Agreement, use of the Licensed Materials outside the Permitted Use, or modification of the Licensed Materials by Licensee.

10. LIMITATION OF LIABILITY

Except for liability arising from wilful misconduct, gross negligence, breach of confidentiality or indemnity obligations, neither Party shall be liable to the other for indirect, incidental, special or consequential damages, and aggregate liability for direct damages shall not exceed the total fees paid by Licensee under this Agreement in the twelve (12) months preceding the claim.

11. NOTICES

All notices under this Agreement shall be in writing and sent to the addresses set forth below or to such other address as either Party may designate by notice to the other in accordance with this Section.

12. AMENDMENT, WAIVER AND ASSIGNMENT

12.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorised representatives of both Parties.

12.2 Waiver. No failure or delay by either Party to exercise any right shall operate as a waiver of that right, and any waiver must be in writing.

12.3 Assignment. Neither Party may assign this Agreement or any of its rights 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.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles.

14. ENTIRE AGREEMENT

This Agreement 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 to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, achieves the Parties' original intent.

16. COUNTERPARTS AND EXECUTION

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. Delivery of an executed counterpart by electronic means shall be effective as delivery of a manually executed counterpart.

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