Legal License Renewal Memo

Legal License Renewal Memo

This Legal License Renewal Memo (the Memo) is made and entered into as of by and between Licensor Name: , with principal place of business at , and Licensee Name: , with principal place of business at .

RECITALS

WHEREAS, Licensor and Licensee previously entered into a License Agreement identified as dated (the Original Agreement), which granted Licensee certain rights described as

WHEREAS, the parties wish to renew the license granted under the Original Agreement subject to the terms and conditions set forth in this Memo; and

WHEREAS, the parties intend that this Memo memorialize the renewal term, fees, conditions precedent, and related administrative details to effectuate the renewal.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Renewal

1.1 Renewal Term. Subject to the terms and conditions of this Memo, the Original Agreement is hereby renewed for an additional period of months, commencing on and expiring on , unless earlier terminated in accordance with the Original Agreement or this Memo.

1.2 Auto-Renewal. The parties acknowledge and agree that auto-renewal is Enabled (check to enable automatic successive renewal terms under the same renewal_term_months). If auto-renewal is not enabled, either party may decline renewal by providing written notice pursuant to Section 8 at least days prior to the then-current expiration.

2. Renewal Fee and Payment

2.1 Renewal Fee. Licensee shall pay to Licensor a renewal fee in the amount of $ (the Renewal Fee).

2.2 Payment Terms. The Renewal Fee is due and payable on or before . Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Specific invoicing and payment instructions:

3. Representations and Warranties

3.1 Mutual Representations. Each party represents and warrants that it has full corporate power and authority to enter into this Memo and to perform its obligations hereunder, that the execution and delivery of this Memo has been duly authorized, and that this Memo constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

3.2 Compliance. Licensee represents that, as of the Effective Date, Licensee has complied with all material reporting, payment, and performance obligations under the Original Agreement and that no unresolved defaults exist that would permit Licensor to terminate the Original Agreement.

4. Conditions Precedent

4.1 Conditions. The effectiveness of this renewal is conditioned upon the satisfaction of the following conditions precedent on or before :

5. Scope of License; Modifications

5.1 Scope. Except as expressly modified in this Memo, the rights and obligations of the parties under the Original Agreement will continue in full force and effect during the Renewal Term.

6. Confidentiality

6.1 Confidential Information. All non-public information exchanged in connection with the negotiation and performance of this Memo shall be treated as Confidential Information under the confidentiality provisions of the Original Agreement. The parties agree to use such information only for the purposes of administering and performing this Memo.

7. Notices

7.1 All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered to the addresses set forth below for each party.

8. Assignment

Neither party may assign or transfer its rights or obligations under this Memo without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Memo in connection with a merger, sale of substantially all assets, or change of control to an affiliate that assumes the assignor's obligations hereunder.

9. Governing Law; Dispute Resolution

This Memo shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Memo shall be subject to the dispute resolution procedures agreed in the Original Agreement; if no such procedures exist, the parties agree to submit the dispute to binding arbitration.

10. Miscellaneous

10.1 Entire Agreement. This Memo, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings relating to the renewal.

10.2 Amendments; Waiver. No amendment or waiver of any provision of this Memo shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right shall not constitute a waiver of future enforcement of that or any other right.

10.3 Severability. If any provision of this Memo is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

10.4 Counterparts. This Memo may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

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