Licensing Program Agreement

LICENSING PROGRAM AGREEMENT

This Licensing Program Agreement ("Agreement") is made effective as of between Licensor Name: (Entity Type: Corporation LLC Individual Other ), located at ; and Licensee Name: (Entity Type: Corporation LLC Individual Other ), located at .

RECITALS

WHEREAS, Licensor owns or controls certain intellectual property, software, documentation, data, trademarks and program materials relating to the program identified as (the "Program") and associated Licensed Materials as defined below;

WHEREAS, Licensee desires to obtain a license to use the Program and associated Licensed Materials in connection with Licensee's participation in the Licensor's licensing program and Licensor is willing to grant such license on the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the rights, obligations, financial terms, confidentiality requirements, and quality control standards governing Licensee's use of the Program.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Licensed Materials" means all program materials, documentation, specifications, training materials, trademarks, artwork, software, and other intellectual property that Licensor makes available to Licensee under this Agreement, including any Updates or Derivative Works provided pursuant to Section 4.

"Territory" means .

"Term" means the period beginning on the Effective Date and continuing for year(s), unless earlier terminated as provided herein.

2. GRANT OF LICENSE

2.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Non-exclusive Exclusive license to use the Licensed Materials solely in the Territory and solely for the purposes described in this Agreement and any approved program guides provided by Licensor.

2.2 Scope; Restrictions. Licensee shall not (a) reverse engineer, disassemble or decompile any software component of the Licensed Materials except to the extent permitted by applicable law; (b) remove or alter any proprietary notices; or (c) use the Licensed Materials in a manner inconsistent with Licensor's written standards and quality control requirements. Licensee shall display any trademark legends or attribution specified by Licensor.

2.3 Sublicensing. Licensee shall be permitted to grant sublicenses not be permitted to grant sublicenses . If sublicensing is permitted, all sublicenses must be in writing and shall be subject to terms consistent with this Agreement; Licensee remains responsible for compliance by its sublicensees.

3. LICENSED MATERIALS; SUPPORT AND UPDATES

3.1 Description. The Licensed Materials to be delivered or made available under this Agreement are described as follows:

3.2 Updates and Support. Licensor may from time to time provide Updates, bug fixes and technical support consistent with Licensor's then-current program policies. Licensor is not obligated to provide custom development except pursuant to a separate written statement of work signed by both parties.

4. TERM AND TERMINATION

4.1 Term. The Term of this Agreement shall commence on the Effective Date and continue for the period set forth in Section 1, unless earlier terminated in accordance with this Agreement.

4.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4.3 Effect of Termination. Upon expiration or termination of this Agreement, all licenses granted hereunder shall immediately terminate and Licensee shall cease all use of the Licensed Materials and, at Licensor's option, either return or certify destruction of all copies. Termination shall not relieve Licensee of amounts accrued prior to termination or of obligations intended to survive termination.

5. PAYMENTS; ROYALTIES

5.1 Fees. In consideration for the license granted hereunder, Licensee shall pay Licensor the following fees and royalties as applicable:

5.2 Reports and Payment. Licensee shall deliver written reports of net sales or other relevant metrics and remittance of royalties in the currency specified: , accompanied by a statement reasonably detailing the calculation of amounts due.

5.3 Late Payments. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law until paid. All fees are non-refundable except as expressly provided in this Agreement.

6. RECORDS; AUDIT

Licensee shall keep complete and accurate records of sales, revenue, and other data necessary to determine amounts owed under this Agreement for a period of at least years. Licensor shall have the right, at its expense and upon reasonable prior notice, to audit such records no more than once per calendar year and during regular business hours. If an audit reveals an underpayment of more than 5% for the audited period, Licensee shall reimburse Licensor for the reasonable costs of the audit and promptly pay the shortfall plus accrued interest.

7. CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" includes non-public business, technical and financial information disclosed in connection with this Agreement. Each party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own like information but in no event less than reasonable care; (b) not disclose Confidential Information except to employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not use Confidential Information except to perform its obligations under this Agreement. Confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

8.1 Mutual Representations. Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Licensor Warranty. Licensor represents that, to its knowledge, it has the right to grant the licenses granted hereunder and that the Licensed Materials do not infringe any third party intellectual property rights, except as expressly disclosed in writing to Licensee prior to the Effective Date.

8.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2, THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

9. INDEMNIFICATION

9.1 Licensor Indemnity. Licensor shall defend Licensee against any third party claim alleging that the Licensed Materials, as delivered by Licensor, infringe a third party's issued patents, copyrights or trademarks, and shall indemnify Licensee for any damages and costs finally awarded against Licensee, provided that Licensor is notified promptly in writing, allowed to control the defense and settlement, and Licensee reasonably cooperates.

9.2 Licensee Indemnity. Licensee shall indemnify, defend and hold harmless Licensor from and against any claims, liabilities, losses or expenses arising out of Licensee's distribution, marketing, modification, or use of the Licensed Materials outside the scope of the license granted herein.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as a party designates by written notice to the other.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a writing signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver, and any waiver must be in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

15. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any separate statements of work 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, proposals and communications, whether oral or written.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that most nearly reflects the parties' original intent.

SIGNATURES

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