Licensee Agreement Conditions

LICENSEE AGREEMENT CONDITIONS

Effective Date:

Parties

WHEREAS

WHEREAS, Licensor is the owner of certain intellectual property, technology, know-how, or materials described below and has the right to grant a limited license to such rights; and

WHEREAS, Licensee desires to obtain a license to use the licensed materials for the purposes and under the conditions set forth in this Agreement, and Licensor is willing to grant such license on the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

License Grant

Licensor hereby grants to Licensee a non-exclusive    exclusive license to use the licensed materials for the scope described above. Territory:

Payment Terms

All payments are due within days of invoice. Late payments shall incur interest at the lesser of (i) per month or (ii) the maximum rate permitted by law. Licensee is responsible for all reasonable collection costs and attorney fees incurred by Licensor in enforcing payment obligations.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may immediately terminate this Agreement upon material breach by the other party if such breach remains uncured after days' written notice specifying the breach.

Upon termination for any reason, Licensee shall cease all use of the licensed materials, return or destroy Licensor's confidential materials as directed, and pay all amounts due through the effective date of termination. Termination shall not affect accrued rights or obligations.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information that, if disclosed, would cause harm to the disclosing party. The receiving party shall (i) maintain the confidentiality of such information with at least the same degree of care as it protects its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to exercise rights and perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or affiliates who have a need to know and are bound by confidentiality obligations no less protective than those herein. Exceptions include information that: (a) is publicly known at the time of disclosure; (b) becomes publicly known through no fault of the receiving party; (c) is rightfully received from a third party without restriction; or (d) was independently developed.

Intellectual Property; Ownership

Licensor retains all right, title and interest in and to the licensed materials and any related intellectual property. Licensee acquires only the limited license rights expressly granted in this Agreement. Licensee shall not remove, alter, or obscure any proprietary notices and shall not challenge Licensor's title or rights in the licensed materials.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from the indemnifying party's breach of this Agreement or the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY LICENSEE PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

Notices

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver by either party of any breach or default shall be deemed a waiver of any subsequent breach or default. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or employment relationship.

Sign Now