Legal MLA Agreement

LEGAL MLA AGREEMENT

This Master License Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Licensor Name: (Entity Type: Individual Corporation LLC ), Principal Place of Business: ; and Licensee Name: (Entity Type: Individual Corporation LLC ), Principal Place of Business: .

RECITALS

WHEREAS, Licensor has developed or owns certain intellectual property, technology, content and/or materials described as: (the "Licensed Materials");

WHEREAS, Licensee desires to obtain a license to use the Licensed Materials on the terms set forth herein and Licensor is willing to grant such rights;

WHEREAS, the parties intend this Agreement to govern all individual licenses, schedules or statements of work subsequently agreed between the parties under the terms of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in this Section. "Affiliate" means any entity that controls, is controlled by, or is under common control with a party. "Confidential Information" means all nonpublic information disclosed pursuant to this Agreement. Other defined terms shall be given their common commercial meaning unless otherwise defined herein.

2. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive/non-transferable (select one by checking): Non-exclusive Exclusive license to use the Licensed Materials for the Field of Use: within Territory: , subject to the scope, restrictions and limitations set forth herein.

3. LICENSE FEES AND PAYMENTS

Licensee shall pay Licensor the Fees specified in each Order Schedule. Unless otherwise stated in an applicable Order Schedule, Licensee shall pay a minimum royalty of: USD per annum.

4. TERM AND TERMINATION

The initial term of this Agreement shall commence on the Effective Date and continue for Term (years): unless earlier terminated as provided herein. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice.

5. INTELLECTUAL PROPERTY

Licensor retains all right, title and interest in and to the Licensed Materials and any derivatives, improvements or modifications thereto. Licensee acquires no ownership interest in the Licensed Materials except for the express license rights granted herein. Licensee shall not remove or alter any notices of ownership or trademarks appearing on the Licensed Materials.

6. CONFIDENTIALITY

Each party agrees to hold Confidential Information of the other party in strict confidence, to use it only for purposes of performance under this Agreement, and to disclose it only to employees, contractors or advisors having a need to know and bound by confidentiality obligations at least as protective as those contained herein. Confidentiality obligations survive termination for a period of years.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations. Licensor represents that to the best of its knowledge the Licensed Materials do not infringe the valid intellectual property rights of third parties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION

Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors, agents and employees from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from Licensee's breach of this Agreement or Licensee's negligent or willful acts in connection with the Licensed Materials.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THE APPLICABLE ORDER SCHEDULE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. NOTICES

All notices shall be in writing and delivered to the addresses below or to such other address as either party may designate by notice to the other. Notices shall be effective upon delivery if delivered personally or by courier, or three (3) business days after deposit in the mail if sent by certified mail, postage prepaid.

11. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition or sale of substantially all its assets.

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties. The waiver by either party of a breach shall not constitute a waiver of any subsequent breach.

13. 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.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction.

15. ENTIRE AGREEMENT

This Agreement, together with all Order Schedules and exhibits executed hereunder, 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.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the original intent.

17. MISCELLANEOUS

Titles and headings are for convenience only and shall not affect the construction of this Agreement. Neither party shall be liable for delays due to causes beyond its reasonable control, provided that the delayed party promptly notifies the other party of such force majeure event.

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