Legal License Form

LEGAL LICENSE FORM

This Legal License Form (the "Agreement") is made and entered into as of Effective Date: by and between Licensor Name: with principal address: and Licensee Name: with principal address: . Licensor and Licensee are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Licensor is the owner of certain intellectual property, proprietary materials, and/or technology described below and has the right to grant licenses in and to such property;

WHEREAS, Licensee desires to obtain and Licensor is willing to grant a license to use the Licensed Property under the terms and conditions set forth in this Agreement;

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the Licensed Property and related activities.

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

1. DEFINITIONS

1.1 "Licensed Property" means the intellectual property, technology, software, documentation, designs, trademarks or other materials described as:

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

1.3 "Field of Use" means the commercial or non-commercial field in which Licensee may exploit the Licensed Property:

2. GRANT OF LICENSE

2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Exclusive Non-Exclusive license to use the Licensed Property in the Territory and Field of Use described above. Licensee's rights are limited to the scope expressly set forth in this Agreement.

2.2 Licensee shall not sublicense, assign, or otherwise transfer rights under this Agreement except as expressly permitted in Section 11. Any purported sublicense or assignment in violation of this Agreement shall be void.

3. LICENSE FEES AND PAYMENT

3.1 As consideration for the license granted herein, Licensee shall pay Licensor the following: Royalty or Fee: ; Payment Frequency: .

3.2 All payments are due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

4. TERM AND TERMINATION

4.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of year(s) unless earlier terminated as provided herein.

4.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any obligation 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 Property and, where applicable, return or destroy all Confidential Information and Licensed Materials in Licensee's possession, subject to Licensor's written direction.

5. INTELLECTUAL PROPERTY OWNERSHIP

5.1 Ownership. Licensor retains all right, title and interest in and to the Licensed Property and any derivatives, improvements or modifications thereto, whether created by Licensor or Licensee, except as expressly set forth herein.

5.2 Marks and Attribution. Licensee shall not use Licensor's trade names, trademarks or logos without Licensor's prior written consent, except as expressly permitted under this Agreement.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party acknowledges that the other Party may disclose confidential or proprietary information ("Confidential Information"). Confidential Information shall be used solely for the purposes of performing under this Agreement and shall not be disclosed to third parties except as permitted herein.

6.2 Exclusions. Confidential Information does not include information that is (a) in the public domain without breach of this Agreement, (b) already known by the receiving Party, or (c) independently developed by the receiving Party.

7. REPRESENTATIONS AND WARRANTIES

7.1 By Licensor. Licensor represents and warrants that (a) it has the full right and authority to enter into this Agreement and grant the license granted herein, and (b) to Licensor's knowledge, the Licensed Property does not infringe any third-party intellectual property rights, except as expressly disclosed in writing.

7.2 By Licensee. Licensee represents and warrants that it will comply with all applicable laws in its exploitation of the Licensed Property and will not use the Licensed Property in any manner that would infringe third-party rights.

8. INDEMNIFICATION

8.1 Licensor Indemnity. Licensor agrees to indemnify, defend and hold harmless Licensee from and against third-party claims alleging that Licensee's authorized use of the Licensed Property, as permitted by this Agreement, infringes such third party's intellectual property rights, provided Licensee gives prompt written notice and cooperates in the defense.

8.2 Licensee Indemnity. Licensee agrees to indemnify, defend and hold harmless Licensor from and against claims arising from Licensee's breach of this Agreement or Licensee's negligent or willful misuse of the Licensed Property.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from willful misconduct, gross negligence, or indemnity obligations under Section 8, neither Party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, whether in contract, tort or otherwise, even if advised of the possibility of such damages. The aggregate liability of each Party for claims under this Agreement shall not exceed the total fees actually paid by Licensee to Licensor under this Agreement in the twelve (12) months preceding the claim.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, overnight courier, or personal delivery, and shall be effective upon receipt.

11. ASSIGNMENT

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided that the assignee assumes all obligations hereunder.

12. 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 law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in such state for any disputes arising under this Agreement.

13. ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules 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 written or oral.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the Parties' intent as reflected herein.

15. AMENDMENT AND WAIVER

Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

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

17.1 Independent Contractors. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship.

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