License Agreement Contract

LICENSE AGREEMENT CONTRACT

This License Agreement Contract (the "Agreement") is entered into as of Effective Date: by and between Licensor Name: , a/an with principal place of business at (hereinafter "Licensor"), and Licensee Name: , a/an with principal place of business at (hereinafter "Licensee").

RECITALS

WHEREAS, Licensor is the owner and sole proprietor (or authorized licensor) of certain intellectual property and proprietary materials described herein; and

WHEREAS, Licensee desires to obtain, and Licensor desires to grant, a license to use such intellectual property on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the rights granted are limited to those expressly set forth below and that Licensor retains all rights not expressly granted.

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

1. GRANT OF LICENSE

1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Exclusive Non-Exclusive license to use, reproduce and distribute the Licensed Materials solely for the Purpose described as: within the Territory defined below.

1.2 Licensed Materials. "Licensed Materials" means the items and intellectual property described as follows:

2. TERRITORY AND TERM

2.1 Territory. The rights granted herein are limited to the territory consisting of: .

2.2 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of year(s) unless earlier terminated as provided herein. Renewal, if any, shall be governed by Section 4.

3. FEES, PAYMENT AND RECORDS

3.1 Fees. In consideration for the rights granted, Licensee shall pay Licensor the fees in the amounts and according to the schedule set forth below: License Fee: ; Royalty: of Net Revenues.

3.2 Payment Terms. Payments are due within days of invoice. Late payments shall bear interest at the rate of per month or the maximum permitted by law, whichever is lower.

3.3 Records and Audit. Licensee shall keep accurate books and records relating to sales of products or services that exploit the Licensed Materials for a period of three (3) years. Licensor shall have the right, upon reasonable prior written notice, to inspect and audit such records during normal business hours to verify fees due.

4. DELIVERY, SUPPORT AND WARRANTIES

4.1 Delivery. Licensor shall deliver to Licensee, at or before the Effective Date, all tangible copies and access credentials reasonably necessary for Licensee to use the Licensed Materials.

4.2 Warranties. Licensor represents and warrants that: (a) it has the full right and authority to grant the license granted herein; (b) to Licensor's knowledge, the Licensed Materials do not infringe third party intellectual property rights as of the Effective Date. EXCEPT AS PROVIDED IN THIS SECTION, THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

5. INTELLECTUAL PROPERTY; RESERVATION OF RIGHTS

5.1 Ownership. Licensor retains all right, title and interest in and to the Licensed Materials and all intellectual property rights therein. Except for the express rights granted herein, no right, title or interest is transferred to Licensee.

5.2 Improvements. Any modifications, improvements, or derivative works made by Licensee (collectively, "Improvements") that incorporate or derive from the Licensed Materials shall be the property of unless otherwise agreed in writing.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature.

6.2 Obligations. Each party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, and (b) not disclose Confidential Information to any third party except as permitted herein. These obligations survive termination for a period of years.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Indemnification by Licensor. Licensor shall defend, indemnify and hold Licensee harmless from and against any third-party claim that the Licensed Materials, as delivered by Licensor, infringe a valid United States patent, copyright or trademark, provided Licensee gives prompt written notice and sole control of the defense and settlement to Licensor.

7.2 Indemnification by Licensee. Licensee shall defend, indemnify and hold Licensor harmless from and against claims arising from Licensee's use of the Licensed Materials in breach of this Agreement or applicable law.

7.3 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND A PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. TERMINATION

8.1 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the thirty (30) day notice period.

8.2 Effect of Termination. Upon termination, Licensee shall cease all use of the Licensed Materials, return or destroy Licensor's confidential materials as instructed, and pay all outstanding amounts due. Sections regarding ownership, confidentiality, indemnity and limitation of liability shall survive termination.

9. ASSIGNMENT

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

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section. Notice is effective upon personal delivery, confirmed delivery to an overnight courier, or three (3) days after deposit in U.S. mail, postage prepaid.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that 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.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation. If unresolved within forty-five (45) days, the parties will submit the dispute to binding arbitration in accordance with the commercial arbitration rules agreed by the parties.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and schedules hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings relating to the subject matter hereof. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

14.1 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

14.2 Publicity. Neither party shall issue public announcements concerning this Agreement without the other's prior written consent, except as required by law.

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