Legal License Offer

LEGAL LICENSE OFFER

This Legal License Offer (the "Offer") is made as of Effective Date: by and between Licensor Name: , an entity organized as Corporation LLC Individual Other with principal place of business at , and Licensee Name: , an entity organized as Corporation LLC Individual with principal place of business at .

RECITALS

WHEREAS, Licensor owns or controls certain intellectual property and related rights described below and wishes to grant to Licensee a license to exploit such rights under the terms and conditions set forth in this Offer; and

WHEREAS, Licensee desires to obtain from Licensor a license to use, market and distribute the Licensed Intellectual Property in the Territory defined herein, and Licensor is willing to grant such a license subject to the terms and conditions of this Offer; and

WHEREAS, the parties intend that this Offer, upon acceptance by Licensee, will constitute a binding license agreement enforceable under applicable law.

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

1. GRANT OF LICENSE

1.1 Grant. Subject to the terms and conditions of this Offer, Licensor hereby offers to grant to Licensee a Exclusive Non-exclusive license, with the right to sublicense Yes No to use, reproduce, make, have made, sell, offer for sale and otherwise exploit the Licensed Intellectual Property solely in the Territory and Field described in this Offer, subject to the payment and other obligations set forth herein.

2. LICENSED INTELLECTUAL PROPERTY

2.1 Description. The Licensed Intellectual Property subject to this Offer means the patents, patent applications, copyrights, trademarks, know-how and trade secrets listed or described below and any improvements thereto made during the Term.

3. TERRITORY AND FIELD

3.1 Territory. The territory in which the Licensee may exercise the rights granted under this Offer (the "Territory") is:

3.2 Field. The licensed field of use is:

4. TERM

4.1 Term. The term of the license shall commence on the Effective Date and continue for years unless earlier terminated in accordance with Section 12.

5. CONSIDERATION AND PAYMENT

5.1 Upfront Fee. Licensee shall pay Licensor an upfront, non-refundable fee of in U.S. Dollars within days of the Effective Date.

5.2 Royalties. Licensee will pay a royalty equal to of Net Sales, payable quarterly within days after the end of each calendar quarter. "Net Sales" shall mean gross invoiced sales less customary and reasonable deductions.

5.3 Minimum Guarantee. Licensee shall pay a Minimum Annual Guarantee of per contract year, credited against royalties.

6. RECORDS AND AUDIT

6.1 Licensee shall keep complete and accurate records of sales and other matters relevant to royalty calculations for a period of years. Licensor shall have the right, at its expense, to audit such records during regular business hours upon reasonable prior written notice, not more than once per calendar year.

7. OWNERSHIP OF INTELLECTUAL PROPERTY

7.1 Ownership. Licensor retains all right, title and interest in and to the Licensed Intellectual Property and any improvements conceived, developed or reduced to practice by Licensor. Licensee acquires only the limited license rights expressly granted herein and no ownership interest is transferred.

8. CONFIDENTIALITY

8.1 Definition. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

8.2 Obligations. Each party shall maintain Confidential Information of the other party in strict confidence, shall not use such Confidential Information except as necessary to perform its obligations under this Offer, and shall disclose it only to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Offer.

9. REPRESENTATIONS AND WARRANTIES

9.1 By Licensor. Licensor represents and warrants that (a) it has full power and authority to grant the license contemplated herein; (b) to the best of Licensor's knowledge, the Licensed Intellectual Property does not infringe third-party rights; and (c) there are no outstanding obligations that would materially prevent Licensor from performing its obligations under this Offer.

9.2 By Licensee. Licensee represents and warrants that it has the authority to accept this Offer and perform its obligations, that its acceptance will not violate any agreement to which it is a party, and that Licensee will comply with all applicable laws in exploiting the Licensed Intellectual Property.

10. INDEMNIFICATION

10.1 Licensee Indemnity. Licensee shall defend, indemnify and hold harmless Licensor from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Licensee's use, marketing, distribution or sale of products incorporating the Licensed Intellectual Property, except to the extent such claims arise from Licensor's gross negligence or willful misconduct.

10.2 Licensor Indemnity. Licensor shall indemnify Licensee for third-party claims that the Licensed Intellectual Property as provided by Licensor infringes a third party's intellectual property rights, provided Licensee gives prompt written notice and allows Licensor to control the defense and settlement of such claims.

11. LIMITATION OF LIABILITY

Except for each party's indemnification obligations, breach of confidentiality, or willful misconduct, neither party shall be liable to the other for incidental, consequential, punitive or special damages. The aggregate liability of either party arising under or related to this Offer shall not exceed the total amounts paid by Licensee to Licensor under this Offer during the twelve (12) months preceding the claim.

12. TERMINATION

12.1 For Cause. Either party may terminate this Offer upon material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach.

12.2 Insolvency. This Offer may be terminated immediately upon the insolvency, bankruptcy or appointment of a receiver for either party.

13. EFFECTS OF TERMINATION

Upon termination or expiration of this Offer, all license rights granted to Licensee shall cease, Licensee shall discontinue all use of the Licensed Intellectual Property and, at Licensor's option, return or destroy Confidential Information and any materials incorporating the Licensed Intellectual Property. Termination shall not relieve either party from obligations accrued prior to the effective date of termination.

14. NOTICES

14.1 Method. All notices required or permitted under this Offer shall be in writing and delivered by certified mail, nationally recognized overnight courier, or by personal delivery to the addresses for notices set forth below. Notices shall be deemed given upon receipt.

15. AMENDMENTS; WAIVER

Any amendment, modification or waiver of any provision of this Offer 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. GOVERNING LAW

This Offer shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any disputes arising out of this Offer.

17. ENTIRE AGREEMENT

This Offer, together with any written 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.

18. SEVERABILITY

If any provision of this Offer is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired and the parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that, to the greatest extent possible, achieves the original economic, legal and commercial objective of the replaced provision.

19. COUNTERPARTS

This Offer 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 transmission shall be effective as delivery of a manually executed counterpart.

20. OFFER EXPIRATION AND ACCEPTANCE

20.1 Expiration. This Offer shall expire if not accepted in writing by Licensee on or before:

20.2 Acceptance. Acceptance of this Offer shall be evidenced by execution of the signature block below by authorized representatives of both parties, whereupon this Offer shall constitute a binding license agreement.

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