License Expiration Notice

LICENSE EXPIRATION NOTICE

THIS LICENSE EXPIRATION NOTICE (the "Notice") is delivered as of the date of signature below by and between Licensor Name: ("Licensor") and Licensee Name: ("Licensee"). This Notice relates to License Agreement Reference: , License Number/ID: , which was effective on and is due to expire on .

RECITALS

WHEREAS, Licensor granted to Licensee a license under the License Agreement Reference set forth above for the use of certain licensed materials, technology, and proprietary rights described therein;

WHEREAS, the parties set an expiration date for the license that will terminate all license rights unless renewed or extended in accordance with the License Agreement;

WHEREAS, Licensor hereby provides formal notice of impending expiration and identifies post-expiration obligations, potential renewal procedures, and remedies for noncompliance as set forth below.

NOW THEREFORE, for valuable consideration and the mutual promises contained in this Notice and the License Agreement, the parties agree as follows:

1. NOTICE OF EXPIRATION

Licensor hereby notifies Licensee that the license set forth above shall expire at 11:59 p.m. on the expiration date referenced above. Unless expressly renewed or extended in writing signed by both parties prior to such expiration date, all rights granted to Licensee under the License Agreement will terminate automatically on the expiration date.

2. OBLIGATIONS UPON EXPIRATION

Upon expiration, Licensee shall (a) immediately cease all use of licensed materials and licensed intellectual property; (b) within the period specified in Section 2.1 below, return or certify destruction of all copies of Confidential Materials and Licensed Materials in Licensee's possession; and (c) provide a final written certification of compliance as provided in Section 2.2.

2.1 Return or Destruction. Licensee shall, within days of the expiration date, return to Licensor or irreversibly destroy all tangible and electronic copies of Licensed Materials and confirm such return or destruction in writing.

2.2 Certification. Licensee shall deliver to Licensor a written certification signed by an authorized officer attesting to Licensee's compliance with the obligations in this Section within days following expiration.

3. RENEWAL AND EXTENSION

Unless the License Agreement expressly provides a renewal right, no renewal is implied. Indicate whether a renewal right exists:

Renewal Right: Yes Renewal Right: No

If renewal exists, Licensee must deliver written notice of intent to renew by and comply with any payment or performance conditions set forth in the License Agreement or as otherwise agreed in writing by the parties.

4. FINAL ACCOUNTING AND PAYMENTS

Licensee shall submit a final accounting of royalties, fees, or other amounts due under the License Agreement within days of expiration. Payments shown as due on such accounting shall be paid within days of delivery of the final accounting.

5. CONFIDENTIALITY; SURVIVAL

All confidentiality obligations and restrictions on use of Licensed Materials shall survive expiration to the fullest extent provided in the License Agreement. Licensee acknowledges that unauthorized retention or use following expiration constitutes a material breach subject to injunctive relief and damages.

6. REMEDIES

Licensor's remedies for Licensee's failure to comply with post-expiration obligations include, without limitation, injunctive relief, recovery of actual damages, and any other relief available at law or in equity. Nothing in this Notice shall limit Licensor's right to seek emergency relief to prevent irreparable harm.

7. INDEMNIFICATION

Licensee shall indemnify, defend, and hold harmless Licensor and its officers, directors, and agents from and against any claims, liabilities, losses, or expenses (including reasonable attorneys' fees) arising from Licensee's failure to comply with its obligations under this Notice or from unauthorized use of Licensed Materials after expiration.

8. NOTICES

All notices required or permitted by this Notice shall be in writing and delivered to the addresses below by certified mail, nationally recognized courier, or personal delivery and shall be deemed given upon receipt.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Notice shall be governed by and construed in accordance with the laws specified in the License Agreement. This Notice, together with the License Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements relating to the expiration and post-expiration obligations. If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment to this Notice must be in writing and signed by authorized representatives of both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach. This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. MISCELLANEOUS

The headings in this Notice are for convenience only and shall not affect the interpretation of any provision. Time is of the essence with respect to any time periods referenced in this Notice unless otherwise specified in the License Agreement.

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