License Agreement Statement

LICENSE AGREEMENT STATEMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Licensor is the owner of certain intellectual property, software, documentation, and related materials described herein (collectively, the "Licensed Materials") and has the right to grant licenses in and to such Licensed Materials;

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use the Licensed Materials for the purposes and subject to the limitations set forth in this Agreement;

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

License Grant and Scope

1. Grant: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a exclusive non-exclusive license to use the Licensed Materials for the purposes set forth in this Agreement within the territory and for the duration of the Term.

Territory: . The rights granted are limited to the purposes expressly described in this Agreement.

Payment Terms

Late Payment: Interest shall accrue on overdue amounts at the lesser of % per month or the maximum rate permitted by law, calculated from the due date until paid in full.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Renewal: Automatic renewal for successive terms unless either party provides written notice of non-renewal at least days prior to the then-current expiration.

Termination for Cause: Either party may terminate this Agreement upon material breach by the other party if such breach is not cured within days after written notice specifying the breach. Upon termination, Licensee shall cease use of the Licensed Materials and return or destroy Confidential Information as required herein.

Confidentiality

Each party shall maintain in confidence all non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information shall remain confidential for a period of years following termination or expiration of this Agreement. Disclosure is permitted only to employees, agents, and contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein.

Warranties, Indemnity, and Limitation of Liability

Licensor represents that it has the right to grant the license granted herein and that to Licensor's knowledge the Licensed Materials do not infringe third-party intellectual property rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH, LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnity: Each party agrees to indemnify, defend and hold harmless the other party from third party claims arising from its breach of this Agreement or its gross negligence or willful misconduct, subject to the indemnified party's cooperation and control of the defense.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY OR INFRINGEMENT INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES NOT EXCEEDING THE AMOUNTS PAID OR PAYABLE BY LICENSEE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in such jurisdiction for any dispute arising out of or relating to this Agreement.

Entire Agreement and Amendment

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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