Licensing Proposal Template

LICENSING PROPOSAL TEMPLATE

Proposal Number:    Effective Date:

RECITALS

WHEREAS, Licensor: is the owner of certain intellectual property and/or know-how described herein and has the right to grant licenses with respect thereto; and

WHEREAS, Licensee: desires to obtain, and Licensor is willing to grant, a license under the terms set forth in this Proposal subject to execution of a definitive license agreement incorporating these terms; and

WHEREAS, the parties intend that the terms set forth in this Proposal will form the principal commercial terms of the definitive agreement between the parties.

SCOPE OF WORK

LICENSE GRANT

Licensor proposes to grant to Licensee a license to use the Licensed Materials for the purposes set forth in the Scope of Work on the following basis:

Grant Type:    Territory:

Exclusivity: Exclusive Non-exclusive

PAYMENT TERMS

Royalty Rate:    Minimum Guarantee:

Payment Due: Within days of receipt of invoice and/or reporting period end.

Late Payment: Interest will accrue on overdue amounts at per month, compounded monthly, or the maximum permitted by law, plus a minimum late fee of .

Reporting Frequency:

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Renewal: Automatic renewal on expiry subject to renegotiation of material commercial terms and mutual written agreement.

Termination for Cause: Either party may terminate this proposal and any definitive agreement for material breach by the other party if the breach remains uncured for days after written notice specifying the breach. Termination shall be effective if the breach is not remedied within the cure period.

Termination for Convenience: Either party may terminate for convenience upon days' prior written notice to the other party. Termination for convenience shall not relieve Licensee of payment obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Definition and Obligations: Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. Confidential Information includes nonpublic technical, commercial, financial, pricing and other proprietary information. Receiving party shall: (i) use Confidential Information solely for performance under this Proposal; (ii) restrict disclosure to employees, agents or contractors with a need to know and under written obligations of confidentiality; and (iii) protect Confidential Information with reasonable care, not less than that used to protect its own confidential information.

Exclusions and Duration: Confidential Information does not include information that is publicly known through no fault of the receiving party, independently developed by the receiving party without reference to disclosed information, or rightfully received from a third party without obligations of confidentiality. Confidentiality obligations survive for years following termination or expiration of the term.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: This Proposal and any definitive agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Dispute Resolution: The parties agree to good-faith negotiations to resolve disputes. If unresolved within days, disputes shall be submitted to binding arbitration in accordance with commercially reasonable arbitration procedures mutually agreed by the parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or obligations under this Proposal without the prior written consent of the other party, except to a successor by merger or acquisition of substantially all assets.

Notices: Notices shall be in writing and delivered to the addresses provided below. Notices are effective upon receipt.

ENTIRE AGREEMENT

This Proposal constitutes the principal commercial terms agreed between the parties. Except as expressly provided herein, this Proposal, together with any definitive license agreement executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral.

Execution of a definitive license agreement incorporating these terms and any standard ancillary documents is a condition precedent to the grant of any license; however, the terms set forth in this Proposal are binding on the parties to the extent the parties execute and deliver signatures below to indicate acceptance of this Proposal.

ACCEPTANCE

By signing below, each party certifies that it has the authority to bind the entity identified and accepts the terms of this Proposal subject to execution of a definitive license agreement where required.

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