Licensing Question Form

LICENSING QUESTION FORM

This Licensing Question Agreement (the Agreement) is entered into as of Effective Date: by and between Licensor Name: and Licensee Name: .

WHEREAS

1. WHEREAS, Licensor is the owner or authorized representative of certain intellectual property, proprietary materials, or licensing rights related to the subject matter described below and has the authority to provide information regarding the scope and terms of licensing.

2. WHEREAS, Licensee seeks clarification, guidance, or a formal written opinion regarding licensing, permitted uses, territorial or field-of-use restrictions, sublicensing rights, or other licensing considerations specific to Licensee's intended use.

3. WHEREAS, the parties wish to set forth the scope of the inquiry, the responsibilities of each party, payment for advisory services, and confidentiality obligations applicable to information exchanged in connection with the licensing question.

REQUEST INFORMATION

Patent   Trademark   Copyright   Software/Technology   Other:

SCOPE OF WORK

Licensor (or retained advisor) shall provide a written response addressing the licensing question described above. The response will identify:

The response shall include factual assumptions, legal analysis of rights and restrictions, recommended licensing terms where applicable, and any reasonable limitations on reliance. Any additional research or drafting beyond the agreed Scope of Work will require prior written authorization and may incur additional fees.

PAYMENT TERMS

All fees exclude applicable taxes. If Licensee disputes any fee, Licensee must provide written notice specifying the basis for the dispute within ten (10) days of invoice receipt; undisputed amounts remain payable when due.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall terminate on End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing the notice period specified above. Termination does not relieve Licensee of its obligation to pay for services performed and expenses incurred through the effective date of termination. Material breach that remains uncured for thirty (30) days following written notice permits the non-breaching party to terminate immediately.

CONFIDENTIALITY

All information disclosed by either party and labeled or reasonably understood as confidential, including technical data, business terms, and documents provided in connection with the licensing question, shall be held in confidence by the receiving party and used solely for the purposes of responding to the licensing question. Confidential information does not include information that: (a) is in the public domain through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's confidential information.

The receiving party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. Breach of confidentiality obligations entitles the disclosing party to injunctive relief and recovery of damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction specified below, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for purposes of interpreting and enforcing this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and written scopes of work incorporated herein, constitutes the entire agreement between the parties with respect to the licensing question and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

ADDITIONAL TERMS

Each party represents and warrants that it has the power and authority to enter into this Agreement. Neither party grants any license or other rights except as expressly set forth in writing. No opinion provided under this Agreement constitutes a warranty of freedom from infringement or other enforceable right unless expressly set forth in a separate license agreement.

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