License Management Form

LICENSE MANAGEMENT FORM

RECITALS

WHEREAS, Licensee: desires professional administration, renewal, amendment, transfer, and record-keeping services with respect to certain licenses, permits, and registrations described below;

WHEREAS, License Manager: is engaged in the business of providing license and regulatory compliance management services and has represented that it possesses the qualifications, personnel, and systems necessary to perform such services;

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

PARTIES AND LICENSE IDENTIFICATION

License Type:    License ID/Number:

Issuing Authority / Jurisdiction:    Current Expiration Date:

SCOPE OF WORK

License Manager shall perform the following services on behalf of Licensee. The services shall include, without limitation, application preparation and filing, renewal monitoring and filing, payment of fees on Licensee's behalf when authorized, correspondence with issuing authorities, maintenance of license records, and notification to Licensee of regulatory changes materially affecting the license.

PAYMENT TERMS

Licensee agrees to pay License Manager the fees and expenses described below in exchange for the services set forth in this Agreement. All amounts are in U.S. dollars unless otherwise specified.

Late Payment: Unpaid sums shall accrue interest at a rate of or the maximum rate permitted by applicable law, whichever is lower. License Manager may suspend services for Licensee's failure to pay when due after providing written notice and a cure period.

TERM AND TERMINATION

Term Commencement Date:    Term Expiry Date (if applicable):

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure the breach within after receipt of notice describing the breach.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, regulatory, and personal information disclosed in connection with this Agreement. Each party shall hold such Confidential Information in strict confidence and shall not disclose it to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than this provision.

Confidentiality Period: Confidential obligations shall continue for following termination or expiration of this Agreement. Exceptions include information that is or becomes publicly known through no fault of the receiving party, was known prior to disclosure, or is required to be disclosed by law with prior notice to the disclosing party where permitted.

The parties confirm that the confidentiality provisions above apply mutually.

COMPLIANCE; RECORDS

License Manager shall perform services in compliance with all applicable statutes, regulations, and rules. License Manager shall maintain complete and accurate records of all actions taken on Licensee's behalf and shall provide copies to Licensee upon request. Licensee shall provide License Manager with all documents and authorizations reasonably necessary to perform the services.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts or willful misconduct in connection with this Agreement. Indemnification obligations shall survive termination of this Agreement to the extent the underlying claim arises from acts or omissions occurring during the term.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to choice-of-law principles that would apply the laws of another jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL TERMS

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