License Draft Agreement

LICENSE DRAFT AGREEMENT

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

Recitals

WHEREAS, Licensor is the owner or authorized licensor of certain intellectual property, proprietary information and materials described as Licensed IP below and has the right to grant licenses with respect thereto;

WHEREAS, Licensee desires to obtain, and Licensor desires to grant, a license to exploit the Licensed IP on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms under which Licensor will license and Licensee will exploit the Licensed IP.

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

1. Definitions

1.1 "Licensed IP" means the intellectual property rights and materials to be licensed under this Agreement. Description of Licensed IP:

1.2 "Territory" means:

1.3 "Effective Date" means the date first written above. 1.4 "Term" means the period specified in Section 4.

2. Grant of License

2.1 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a exclusive non-exclusive limited license to use, reproduce, perform, display, distribute, and create derivative works of the Licensed IP in the Territory for the Field of Use: .

2.2 Sublicensing. Licensee shall have the right / no right to sublicense the Licensed IP except as expressly agreed in writing by Licensor. Any permitted sublicense shall be subject to the terms of this Agreement and Licensee shall remain primarily liable for compliance by its sublicensees.

2.3 Restrictions. Licensee shall not: (a) reverse engineer the source code of software that is part of the Licensed IP except to the extent permitted by applicable law; (b) remove or alter any copyright, patent or trademark notice; (c) use the Licensed IP outside the Territory or Field of Use.

3. Consideration; Payments

4. Term and Termination

4.1 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.

4.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice.

4.3 Effect of Termination. Upon termination or expiration, Licensee shall cease all use of the Licensed IP and, where reasonably requested by Licensor, return or destroy all confidential materials. Termination shall not relieve Licensee of obligations to pay accrued amounts or obligations that by their nature survive termination.

5. Ownership and Reservation of Rights

Licensor retains all right, title and interest in and to the Licensed IP, subject only to the license expressly granted herein. All rights not expressly granted are reserved by Licensor. Any enhancements, modifications or derivatives of the Licensed IP created by Licensee shall be owned by Licensor Licensee, unless otherwise agreed in writing.

6. Confidentiality

Each party shall maintain the confidentiality of Confidential Information disclosed by the other and shall not use such information except as necessary to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly known other than by breach of this Agreement or is independently developed by the receiving party.

7. Representations, Warranties and Disclaimers

7.1 Licensor represents and warrants that it has the right to grant the licenses granted hereunder and that, to Licensor's knowledge, the Licensed IP does not infringe third-party intellectual property rights as of the Effective Date.

7.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE LICENSED IP IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, damages and costs (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement or its negligent or willful acts or omissions. Licensor shall be responsible for claims alleging that the Licensed IP infringes third-party intellectual property rights, subject to the limitations and procedures set forth herein.

9. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Assignment

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

11. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by written notice to the other. Notices shall be effective upon receipt.

12. Governing Law

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

13. Miscellaneous

13.1 Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

13.2 Amendments. Any amendment or modification of this Agreement must be in writing and signed by both parties.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

13.4 Waiver. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy or any other rights or remedies.

13.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13.6 Publicity. Neither party shall issue any press release or public statement relating to this Agreement without the prior written consent of the other party, except as required by law.

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