License Offer Agreement

LICENSE OFFER AGREEMENT

This License Offer Agreement ("Agreement") is made effective as of Effective Date: between Licensor Name: and Licensee Name: .

RECITALS

WHEREAS, Licensor represents that it owns or controls certain intellectual property, know-how, and related materials described herein (the "Licensed Materials") that are useful in the development, manufacture, distribution or exploitation of certain products and services; and

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

WHEREAS, the parties intend to set forth their entire agreement in writing with respect to such license in this Agreement.

PARTIES AND NOTICES

SCOPE OF LICENSE

Licensor hereby offers to grant to Licensee, and Licensee accepts, a license under the Licensed Materials limited as follows:

a. Grant: Licensor grants Licensee a license to use, reproduce, modify (if applicable), and distribute the Licensed Materials solely for the Purpose described in the Scope of Work below. Licensee's rights are subject to the restrictions and conditions of this Agreement.

b. Territory: The license is limited to the Territory: .

c. Sublicensing: Sublicensing is . Any permitted sublicense must be in writing and subject to terms no less protective of Licensor than this Agreement.

PAYMENT TERMS

Licensee shall pay Licensor the following consideration for the rights granted under this Agreement:

In the event any payment is not received within days of its due date, Licensee shall pay interest on the overdue amount at the lesser of (i) or (ii) the maximum rate permitted by law. All payments are exclusive of taxes; Licensee is responsible for sales, use, withholding or other taxes arising from this Agreement.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, expires on End Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Additionally, either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Upon termination or expiration, Licensee shall cease all use of the Licensed Materials except as expressly permitted for post-termination wind-down, and shall return or destroy Licensed Materials as directed by Licensor. Termination does not relieve Licensee of payment obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical and financial information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential. The receiving party shall (i) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement; (ii) restrict disclosure to employees and agents on a need-to-know basis who are bound to maintain confidentiality at least as protective as this clause; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no wrongful act of the receiving party; (b) was in the receiving party's possession prior to disclosure by the disclosing party as shown by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information as required by law or by a valid order of a court or governmental body, provided the receiving party gives the disclosing party prompt notice and, when practicable, an opportunity to seek protective measures.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Licensor represents that it has the right to grant the license granted herein and that to the best of its knowledge the Licensed Materials do not infringe third-party intellectual property rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Licensee shall indemnify and hold Licensor harmless from any claims arising from Licensee's use of the Licensed Materials in breach of this Agreement, provided Licensor gives prompt written notice of any such claim and cooperates in the defense.

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for any disputes arising under this Agreement.

ASSIGNMENT

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Licensor may assign this Agreement in connection with a sale of substantially all of its assets or a merger.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice). Notices are effective when received.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

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