Legal LPR Agreement

LEGAL LPR AGREEMENT

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

RECITALS

WHEREAS, Licensor is the owner or authorized licensor of certain proprietary rights, works, materials and related documentation described herein and intended to be licensed (the "Licensed Materials");

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a limited non-exclusive license to use, reproduce and distribute the Licensed Materials in accordance with the terms and conditions set forth below; and

WHEREAS, the Parties intend by this Agreement to define their respective rights, obligations, and remedies with respect to such license.

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

1. DEFINITIONS

1.1 "Licensed Materials" means the materials, technology, documentation, specifications and related deliverables described in Schedule A attached hereto and incorporated by reference, including any updates or derivative works expressly permitted under this Agreement.

1.2 "Territory" means the geographic area set forth in Section 4.2 below.

2. GRANT OF LICENSE

2.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to use, reproduce, prepare derivative works of, and distribute the Licensed Materials solely for the purposes described in the License Scope:

2.2 Restrictions. Licensee shall not sublicense, assign, transfer, encumber, or otherwise dispose of the Licensed Materials or rights granted hereunder without the prior written consent of Licensor. Licensee shall not reverse engineer, decompile or disassemble the Licensed Materials except to the extent expressly permitted by applicable law.

3. TERRITORY AND TERM

3.1 Territory. The license granted herein is limited to the following territory:

3.2 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for year(s) unless earlier terminated in accordance with Section 10. The Parties may agree in writing to renew or extend the term.

4. CONSIDERATION; PAYMENTS

4.1 Royalties. Licensee shall pay Licensor a royalty equal to of Net Revenues derived from Licensee's exploitation of the Licensed Materials. "Net Revenues" shall mean gross receipts less customary trade discounts and returns.

4.2 Minimum Payments. Licensee shall make a minimum annual payment of to Licensor on or before each anniversary of the Effective Date, which shall be credited against royalties due.

5. OWNERSHIP; RESERVATION OF RIGHTS

Licensor retains all right, title and interest in and to the Licensed Materials and any intellectual property rights embodied therein. No title to any intellectual property is transferred by this Agreement, and all rights not expressly granted are reserved to Licensor.

6. CONFIDENTIALITY

6.1 Confidential Information. For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party to the other that is identified as confidential or that reasonably should be understood to be confidential.

6.2 Obligations. Each Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, shall not disclose it to third parties except as expressly permitted herein, and shall use it only to perform obligations under this Agreement.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Licensor further represents that, to Licensor's knowledge, the Licensed Materials do not infringe third-party proprietary rights and that Licensor has the right to grant the licenses set forth herein.

8. INDEMNIFICATION

8.1 Licensee Indemnity. Licensee shall indemnify, defend and hold harmless Licensor and its affiliates from and against any and all claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Licensee's use, distribution or modification of the Licensed Materials, except to the extent caused by Licensor's gross negligence or willful misconduct.

8.2 Procedure. The indemnified Party shall give prompt written notice of any claim and shall permit the indemnifying Party to assume control of the defense and settlement of such claim, provided that the indemnifying Party shall not settle any claim that imposes obligations on the indemnified Party without the indemnified Party's prior written consent.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY LICENSEE TO LICENSOR DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. TERMINATION

10.1 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

10.2 Effect of Termination. Upon expiration or termination of this Agreement, Licensee shall immediately cease all use of Licensed Materials and, at Licensor's option, return or destroy all copies of Licensed Materials in Licensee's possession. Sections concerning ownership, confidentiality, indemnification, limitation of liability, governing law and survival shall survive termination.

11. AUDIT RIGHTS

Licensor shall have the right, upon reasonable prior notice and during normal business hours, to audit Licensee's records that relate to the calculation of royalties and payments due under this Agreement. Any underpayment discovered by such audit shall be paid by Licensee within thirty (30) days of written notice, together with interest at the lesser of 1.5% per month or the highest lawful rate.

12. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may designate by written notice in accordance with this Section).

13. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of such right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of any disputes.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

MISCELLANEOUS

16.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or to a successor by merger or sale of substantially all of its assets.

16.2 Publicity. Neither Party shall use the other Party's name or trademarks in any press release, advertising or other public announcement without the other Party's prior written consent, except as required by law.

Sign Now