Licensing Agreement Request

LICENSING AGREEMENT REQUEST

This Licensing Agreement Request (the "Request") is made effective as of Effective Date: by and between Licensor Name: , a , with principal place of business at , and Licensee Name: , a , with principal place of business at .

RECITALS

WHEREAS, Licensor is the owner or authorized licensor of certain intellectual property described as (the "Licensed Materials");

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use the Licensed Materials for the purpose of subject to the terms and conditions set forth herein;

WHEREAS, the parties desire to record certain essential business terms and the request for entering into a formal license agreement on the basis set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained in this Request, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Request, the following terms shall have the following meanings: "Licensed Materials" means the materials described above and any derivatives or improvements created during the Term; "Territory" means the geographic area defined as ; "Field" means the field of use defined as .

2. PROPOSED GRANT

Licensor preliminarily proposes to grant to Licensee a exclusive non-exclusive license to use the Licensed Materials in the Territory and Field described above, subject to execution of a definitive license agreement containing customary covenants, restrictions and conditions.

3. TERM AND TERMINATION

The parties propose an initial term of commencing on the Effective Date and continuing unless earlier terminated in accordance with the definitive license agreement. Either party may terminate for material breach if the other party fails to cure within days after written notice.

4. FEES, ROYALTIES AND PAYMENT

Proposed consideration: Licensee shall pay Licensor royalties equal to with a minimum annual guarantee of . Payment shall be due within days of invoice or as otherwise set forth in the definitive agreement.

5. REPORTING, RECORDS AND AUDIT

Licensee shall deliver royalty reports on a basis, detailing sales, deductions and royalties payable. Licensor shall have the right, upon reasonable prior written notice and during normal business hours, to audit Licensee's relevant books and records no more than once per , at Licensor's expense unless material underpayment is discovered, in which case Licensee shall bear reasonable audit costs.

6. INTELLECTUAL PROPERTY; OWNERSHIP

Licensor retains all right, title and interest in and to the Licensed Materials and all improvements, modifications and derivative works thereof, subject only to the license granted in the definitive agreement. Licensee shall not contest Licensor's ownership or assert any claim of ownership in the Licensed Materials.

7. CONFIDENTIALITY

The parties acknowledge that in connection with this Request they may disclose Confidential Information. Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for the purpose of negotiating and performing the definitive license agreement. Confidential Information shall not include information that is publicly known or rightfully received from a third party without obligation of confidentiality.

8. REPRESENTATIONS AND WARRANTIES

Each party represents that it has the full corporate or individual power and authority to enter into this Request and to carry out the transactions contemplated. Licensor represents that, to its knowledge, the Licensed Materials do not infringe the intellectual property rights of third parties and that it has the right to grant the proposed license. All representations are limited by customary exceptions for third-party claims and prior licenses disclosed in writing.

9. INDEMNIFICATION

The parties shall negotiate indemnification obligations in the definitive agreement. As a preliminary matter, each party shall indemnify and hold harmless the other party from liabilities arising out of the indemnifying party's breach of representations, willful misconduct or gross negligence in connection with the Licensed Materials or the exercise of rights granted under any definitive license.

10. INSURANCE

Licensee shall maintain commercially reasonable insurance coverage as will be negotiated in the definitive license agreement, including general liability and intellectual property liability insurance where applicable. Evidence of such insurance shall be provided to Licensor upon request.

11. NOTICES

12. GOVERNING LAW; VENUE

This Request shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The parties agree that venue for any dispute arising under this Request or any definitive agreement shall be in the state or federal courts located in that State, subject to any mutual agreement to arbitrate.

13. ENTIRE AGREEMENT; SEVERABILITY

This Request constitutes the entire understanding of the parties with respect to the matters described herein and supersedes all prior proposals, discussions and understandings. If any provision of this Request is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Request may be amended only by a written instrument executed by both parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver. This Request may be executed in counterparts, each of which shall be deemed an original.

15. NEXT STEPS

The parties intend to negotiate in good faith a definitive license agreement containing the terms set forth in this Request and customary commercial and legal provisions. To facilitate preparation of that agreement, provide any additional commercial terms or non-standard conditions in the box below.

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