Legal TLA Agreement

LEGAL TLA AGREEMENT

This Legal TLA Agreement (the "Agreement") is entered into as of by and between Licensor: with principal place of business at , and Licensee: with principal place of business at .

RECITALS

WHEREAS, Licensor is the owner or authorized licensor of certain technology, know-how and associated materials described as: (the "Technology");

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use the Technology on the terms and conditions set forth herein;

WHEREAS, the parties intend by this Agreement to set forth the rights and obligations of each party with respect to the Technology and any related confidential information and deliverables.

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

1. DEFINITIONS

1.1 "Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of voting securities or equivalent voting interests.

1.2 "Confidential Information" means information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Technology and related documentation.

2. GRANT OF LICENSE

2.1 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a Exclusive Non-exclusive license to use the Technology within the territory and field of use set forth below.

2.2 Territorial Scope: License is limited to the territory of .

2.3 Field of Use: Licensee may use the Technology solely for . Any use outside the field of use requires prior written consent of Licensor.

2.4 Sublicensing: Sublicense permitted with Licensor consent Sublicense not permitted.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of years unless earlier terminated in accordance with this Agreement.

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

3.3 Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed for a substantial portion of its assets.

4. CONSIDERATION AND PAYMENT

4.1 Fees. In consideration for the licenses granted, Licensee shall pay Licensor the fees as follows: Initial fee of $ and ongoing royalties of of Net Revenues, subject to the payment schedule below.

4.2 Payment Schedule. Payments shall be due within days of invoice or as otherwise set forth:

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each party shall protect and not disclose Confidential Information of the other party except as expressly permitted in this Agreement. Confidential Information shall be used only for purposes of exercising rights and performing obligations under this Agreement.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was in the receiving party's possession prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

5.3 Duration. The obligations under this Section shall survive termination or expiration of this Agreement for a period of years.

6. INTELLECTUAL PROPERTY; OWNERSHIP

6.1 Ownership. Licensor retains all right, title and interest in and to the Technology and all associated intellectual property rights. No ownership rights are transferred to Licensee except for the limited license explicitly granted in this Agreement.

6.2 Improvements. Any improvements, modifications or derivatives of the Technology created by Licensee during the Term shall be: Assigned to Licensor Retained by Licensee subject to a license back to Licensor.

7. WARRANTIES; DISCLAIMERS

7.1 Licensor Warranty. Licensor warrants that it has the right to grant the license granted herein and that, to Licensor's knowledge, the Technology does not infringe any third party issued patents as of the Effective Date.

7.2 DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 7.1, THE TECHNOLOGY IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Licensee Indemnity. Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and Affiliates from and against all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Technology in breach of this Agreement or negligent or willful acts.

8.2 Procedure. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement, provided that the indemnifying party may not settle any claim that imposes monetary obligations or injunctive relief on the indemnified party without its consent.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $ , WHICHEVER IS LESS.

10. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including export control and data protection laws to the extent applicable.

11. EFFECT OF TERMINATION

Upon expiration or termination, Licensee shall cease all use of the Technology and, at Licensor's election, return or destroy all copies of Confidential Information. Sections concerning payment, confidentiality, indemnification, ownership and limitation of liability shall survive termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, nationally recognized overnight courier or in-person delivery and shall be deemed given upon receipt.

13. ASSIGNMENT; SUCCESSORS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Licensor may assign to an Affiliate or in connection with a merger, acquisition or sale of substantially all of its assets without consent. This Agreement shall bind and inure to the benefit of the parties and their permitted successors and assigns.

14. AMENDMENTS; WAIVER

Any modification or amendment to this Agreement must be in writing signed by authorized representatives of both parties. The waiver by either party of any breach shall not be deemed a waiver of any subsequent breach.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the federal and state courts located in that State for disputes arising under this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

17. MISCELLANEOUS

The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality or infringement of intellectual property and that equitable relief may be appropriate in addition to other remedies. The headings in this Agreement are for convenience only and shall not affect interpretation.

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