Legal License Document

LEGAL LICENSE AGREEMENT

This License Agreement ("Agreement") is made effective as of Effective Date: by and between Licensor Name: , a organized under the laws of , with principal place of business at ; and Licensee Name: , a organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Licensor owns or controls certain intellectual property and proprietary materials described as:

WHEREAS, Licensee desires to obtain a license to use the Licensor's licensed materials for the purposes set forth herein and Licensor is willing to grant such a license on the terms and conditions contained in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their respective rights, duties and obligations with respect to such license.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. GRANT OF LICENSE

1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Exclusive license    Non-exclusive license to use the licensed materials solely for the purposes and in the Field of Use described as:

1.2 Territory. The license granted under this Agreement is limited to the Territory:

1.3 Limitations. Licensee shall not sublicense, assign, distribute, or otherwise transfer rights in the licensed materials except as expressly permitted in writing by Licensor. Any permitted sublicensing shall be subject to the terms of this Agreement.

2. FEES AND PAYMENT

2.1 Initial Fee. In consideration for the license granted herein, Licensee shall pay to Licensor an initial fee of USD, payable within days of the Effective Date.

2.2 Royalties. Licensee shall pay royalties equal to percent of Net Revenues, subject to adjustment as set forth herein. Royalty reporting and payment shall be made quarterly, accompanied by a report specifying calculations in reasonable detail.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until Term End Date: unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice specifying the breach.

3.3 Effects of Termination. Upon termination all rights granted to Licensee shall revert to Licensor, Licensee shall cease all use of the licensed materials, and Licensee shall, at Licensor's election, return or destroy all copies of the licensed materials in Licensee's possession. Termination shall not relieve Licensee of payment obligations that accrued prior to termination.

4. INTELLECTUAL PROPERTY

4.1 Ownership. Licensor retains all right, title and interest in and to the licensed materials, including all intellectual property rights, whether registered or unregistered. Licensee acknowledges Licensor's ownership and shall not challenge the validity of Licensor's ownership.

4.2 Improvements. Any improvements, modifications, or derivatives of the licensed materials made by Licensee shall be deemed Licensed Improvements and shall be owned by Licensor    Licensee unless otherwise agreed in writing. Parties may specify ownership allocation expressly in a written amendment.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that, given the nature of the information, reasonably should be understood to be confidential. Each party shall hold the other's Confidential Information in strict confidence and shall not use or disclose it except as permitted by this Agreement.

5.2 Exceptions. Confidentiality obligations shall not apply to information that (a) is or becomes generally available to the public through no fault of the receiving party, (b) was rightfully known to the receiving party prior to disclosure, or (c) is independently developed by the receiving party without use of Confidential Information.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and that performance will not violate any other agreement to which it is a party.

6.2 Licensor Warranty. Licensor represents that, to Licensor's knowledge, it has the right to grant the license set forth herein and that, to the best of Licensor's knowledge, the licensed materials do not infringe third party intellectual property rights as of the Effective Date.

7. INDEMNIFICATION

7.1 Indemnity by Licensor. Licensor shall defend, indemnify and hold harmless Licensee from and against any third party claim that the licensed materials, as provided by Licensor, infringe or misappropriate any third party intellectual property rights, provided Licensor is promptly notified and given control of the defense and settlement, and Licensee reasonably cooperates.

7.2 Indemnity by Licensee. Licensee shall defend, indemnify and hold harmless Licensor from and against claims arising from Licensee's use of the licensed materials outside the scope of the license granted herein, or from Licensee's breach of this Agreement.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Damages. Except for breaches of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable to the other for incidental, special, consequential, punitive or exemplary damages, even if advised of the possibility of such damages.

8.2 Cap on Liability. Except for liability arising from indemnification, breach of confidentiality, or willful misconduct, each party's aggregate liability under this Agreement shall not exceed USD.

9. INSURANCE

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, certified mail, return receipt requested, or nationally recognized overnight courier, or by electronic transmission confirmed in writing.

11. ASSIGNMENT

Neither party may assign this Agreement or any 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 to which this Agreement relates, provided the assignee assumes all obligations hereunder.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right unless a written waiver is signed by the waiving party.

12.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and signed scanned copies shall have the same force and effect as original signatures.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid provision to replace the invalid provision that achieves, to the extent possible, the original intent and economic effect of the invalid provision.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

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