License Release Agreement

LICENSE RELEASE AGREEMENT

This License Release Agreement (the "Agreement") is made and entered into on , by and between Licensor Name: and Licensee Name: .

RECITALS

WHEREAS, Licensor is the owner or authorized controlling party of certain intellectual property, works, or rights described as: (the "Licensed Materials");

WHEREAS, Licensee has previously held or asserted a license, claim, or use right in respect of the Licensed Materials, and the parties wish to document the release, surrender, or modification of those rights under the terms set forth below;

WHEREAS, in consideration of the mutual covenants and other good and valuable consideration set forth herein, the parties agree to release and settle their respective rights and obligations as provided in this Agreement.

SCOPE OF RELEASE / SCOPE OF WORK

1. Release. Subject to the terms and conditions of this Agreement, Licensor hereby irrevocably releases, relinquishes, and forever discharges Licensee from all claims, demands, causes of action, liabilities, and obligations arising out of or related to Licensee's past use of or claim to the Licensed Materials to the extent described in this Agreement. This release applies only to the rights expressly identified herein and does not operate as a grant of new rights except as expressly provided.

2. Scope of Work / Deliverables (if applicable). The parties acknowledge the following obligations, deliverables, or actions to be performed in connection with this release:

PAYMENT TERMS

As consideration for the release and any license modifications set forth herein, Licensee shall pay Licensor the amounts and according to the schedule described below. All payments shall be in lawful money and made to the payee designated by Licensor.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until , unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Termination does not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, including but not limited to financial terms, business plans, technical data, source materials, and any information labeled or reasonably understood to be confidential.

Each receiving party shall (a) hold Confidential Information in strict confidence and protect it with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents, counsel, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement, was lawfully known to the receiving party prior to disclosure, or was independently developed without use of the disclosing party's Confidential Information.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Licensor represents and warrants that it has the full right, power, and authority to enter into this Agreement and to grant the release and any limited licenses described herein and that, to Licensor's knowledge, the Licensed Materials do not infringe third party rights except as expressly disclosed in writing to Licensee prior to the Effective Date.

Licensee represents that it will abide by the terms of this Agreement and will not assert claims inconsistent with the release granted herein. Each party covenants to execute and deliver such further instruments and take such further actions reasonably necessary to effectuate the terms and intent of this Agreement.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any and all third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of representations, warranties, or obligations under this Agreement, except to the extent such claims result from the other party's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

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

GENERAL PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. The parties acknowledge that monetary damages would be an inadequate remedy for any breach of the confidentiality or release provisions and that the non-breaching party shall be entitled to seek equitable relief in addition to other remedies.

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