License Agreement Template

LICENSE AGREEMENT

This License Agreement ("Agreement") is made as of by and between Licensor Name: , a Entity Type: Individual Corporation Limited Liability Company , with principal place of business at , and Licensee Name: , a Entity Type: Individual Corporation Limited Liability Company , with principal place of business at .

RECITALS

WHEREAS, Licensor is the owner of or has the right to grant rights in certain intellectual property and proprietary materials described as: (the "Licensed Materials");

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

WHEREAS, the parties intend for the rights granted to be limited to the scope, territory and term expressly set forth in this Agreement.

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

1. DEFINITIONS

1.1 "Licensed Materials" means the materials identified above and any derivative works expressly authorized in writing by Licensor. Licensed Materials shall include documentation, software, designs, specifications, and related know-how.

1.2 "Permitted Use" means use of the Licensed Materials for the following purpose(s): .

2. GRANT OF LICENSE

2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive exclusive license to use the Licensed Materials solely for the Permitted Use. The license granted is .

2.2 Territory: The rights granted are limited to the following territory: .

3. LICENSE RESTRICTIONS

3.1 Licensee shall not (a) reverse engineer, decompile or disassemble the Licensed Materials except to the extent permitted by applicable law; (b) modify or create derivative works except as expressly authorized in writing; (c) distribute, sell, rent, lease or sublicense the Licensed Materials except as permitted by this Agreement.

3.2 Licensee shall implement reasonable security measures to prevent unauthorized use and shall maintain records of use and distribution and shall permit Licensor to audit such records upon reasonable prior notice.

4. FEES AND PAYMENT

4.1 Consideration: In consideration for the rights granted, Licensee shall pay Licensor a fee as follows:

5. OWNERSHIP

5.1 All right, title and interest in and to the Licensed Materials, and any intellectual property rights therein, are and shall remain the exclusive property of Licensor. Licensee acquires only the limited license rights expressly set forth herein and no ownership or other rights are transferred by implication or estoppel.

6. TERM AND TERMINATION

6.1 Term: This Agreement shall commence on the Effective Date and continue for a period of years unless earlier terminated in accordance with this Agreement.

6.2 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 days after receipt of written notice specifying the breach.

6.3 Effect of Termination: Upon termination, Licensee shall cease all use of the Licensed Materials and, at Licensor's option, return or certify destruction of all copies.

7. CONFIDENTIALITY

7.1 Each party acknowledges that Confidential Information disclosed by the other party shall be kept confidential and used only for the purposes of exercising rights or performing obligations under this Agreement. "Confidential Information" includes non-public technical and business information disclosed in any form.

8. REPRESENTATIONS AND WARRANTIES

8.1 Licensor represents and warrants that it has the full right and authority to grant the rights granted herein and that to Licensor's knowledge the Licensed Materials do not infringe third party intellectual property rights.

8.2 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Licensee shall indemnify, defend and hold harmless Licensor from and against any claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Licensee's breach of this Agreement, misuse of the Licensed Materials or negligence.

10. LIMITATION OF LIABILITY

10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

11. NOTICES

11.1 All notices shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized courier to the addresses below or such other address as a party may specify by notice in accordance with this Section.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any breach shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction of without regard to conflict of law principles.

13.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

14. MISCELLANEOUS

14.1 Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Licensor may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

14.2 Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be deemed to create an agency, partnership or joint venture between the parties.

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