Licence Deal Agreement

LICENCE DEAL AGREEMENT

This Licence Deal Agreement (the Agreement) is made and entered into as of Effective Date: by and between Licensor Name: , an entity type: Corporation LLC Individual, with principal place of business at , and Licensee Name: , an entity type: Corporation LLC Individual, with principal place of business at (each a Party and together the Parties).

RECITALS

WHEREAS, Licensor owns or controls certain intellectual property, improvements and proprietary rights described as the Licensed Materials; and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a licence to use the Licensed Materials on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the rights, obligations, and consideration relating to the Licensed Materials and the permitted uses thereof.

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

1. DEFINITIONS

For purposes of this Agreement: "Licensed Materials" means the intellectual property, software, documentation, designs, specifications, trade secrets and related materials described herein:

"Territory" means: . "Effective Date" means the date set forth above. "Confidential Information" has the meaning set forth in Section 7.

2. GRANT OF LICENCE

2.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a: Exclusive licence Non-exclusive licence Sole licence to use the Licensed Materials in the Territory for the Purpose: .

2.2 Scope. The licence granted includes the right to reproduce, distribute and publicly display the Licensed Materials solely to the extent necessary to achieve the Purpose. No right to sublicense, modify or create derivative works is granted except as expressly set forth herein.

3. TERM

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

3.2 Renewal. Renewal, if any, shall be by written agreement signed by both Parties prior to expiration.

4. CONSIDERATION; PAYMENTS

4.1 Licence Fee. In consideration for the rights granted, Licensee shall pay Licensor the following: Initial Fee: ; Ongoing Royalty: of Net Revenues.

4.2 Payment Terms. All payments shall be made in U.S. dollars within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4.3 Records and Audit. Licensee shall maintain complete and accurate records of all sales and uses of the Licensed Materials for a period of . Licensor or its authorized representative may, upon reasonable prior notice, audit such records during normal business hours to verify payments.

5. INTELLECTUAL PROPERTY; OWNERSHIP

5.1 Ownership. Licensor retains all right, title and interest in and to the Licensed Materials and all intellectual property rights therein. Licensee receives only the limited rights expressly granted in this Agreement.

5.2 Marking. Licensee shall not remove, alter, or obscure any proprietary notices or attributions that accompany the Licensed Materials.

6. CONFIDENTIALITY

6.1 Obligation. Each Party shall keep Confidential Information of the other Party confidential and shall not disclose it to third parties except as required by law or as authorized in writing. Confidential Information includes non-public business, technical, financial and product development information.

6.2 Exceptions. Confidential Information does not include information that is or becomes generally available to the public other than as a result of a breach of this Agreement, was rightfully in the receiving Party's possession prior to disclosure, or is independently developed by the receiving Party.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Authority. Each Party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement.

7.2 Licensor Warranty. Licensor represents that, to the best of its knowledge, it has the right to grant the licence granted herein and that the Licensed Materials do not infringe any third party intellectual property rights, except as disclosed in writing to Licensee.

7.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE LICENSED MATERIALS ARE 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 By Licensor. Licensor shall defend, indemnify and hold harmless Licensee from and against third party claims arising from Licensor's breach of Section 7.2, provided Licensee gives prompt written notice and permits Licensor to control the defense and settlement.

8.2 By Licensee. Licensee shall defend, indemnify and hold harmless Licensor from and against claims arising from Licensee's misuse of the Licensed Materials, breach of this Agreement, or violation of applicable law.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. TERMINATION

10.1 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 days after receipt of written notice.

10.2 Effect of Termination. Upon termination, all licences granted hereunder shall immediately cease, and Licensee shall promptly return or destroy Licensed Materials as directed by Licensor, subject to any limited post-termination rights expressly agreed in writing.

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 to a successor in interest in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning Party's obligations hereunder.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or personal delivery and shall be effective upon receipt.

13. MISCELLANEOUS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

13.2 Entire Agreement. This Agreement, together with any schedules or exhibits hereto, 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.

13.3 Severability. If any provision of this Agreement is held to be unenforceable, the remaining provisions will continue in full force and effect and the Parties shall negotiate in good faith to replace the unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the unenforceable provision.

13.4 Amendments; Waiver. No amendment or modification of this Agreement will be effective unless made in writing and signed by duly authorized representatives of both Parties. Failure or delay to exercise any right under this Agreement does not constitute a waiver of that right.

13.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Signatures delivered by electronic transmission of a scanned document shall be binding.

EXECUTION

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