Licensor Agreement

LICENSOR AGREEMENT

Parties and Effective Date

This Licensor Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Licensor: and Licensee: .

WHEREAS

WHEREAS, Licensor owns certain intellectual property, know-how, and related rights described in this Agreement and has the authority to grant licenses with respect thereto; and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use the licensed rights in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights, obligations and remedies in connection with the license and related services.

Definitions

"Licensed Materials" means the intellectual property, documentation, technical data, and deliverables to be made available by Licensor to Licensee as described in the Scope of Work below. "Territory" means the geographic area identified below.

Scope of License

License Type: Exclusive Non-exclusive Limited to:

Territory: ; Sublicensing Rights: Permitted Prohibited

Payment Terms

License Fee Amount: $.

Payments are due within days of invoice. Late payments shall incur interest at or the maximum rate permitted by law, whichever is less. Licensee shall reimburse Licensor for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

Term Start Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Licensor may terminate immediately upon written notice if Licensee materially breaches this Agreement and fails to cure such breach within days after receipt of written notice. Termination shall not relieve Licensee of obligations to pay accrued fees, nor Licensor's obligations to refund amounts expressly required by this Agreement.

Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully obtained by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (a) hold the disclosing party's Confidential Information in confidence with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use such Confidential Information except to perform its obligations or exercise its rights under this Agreement; and (c) not disclose such Confidential Information to any third party except to those employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. The confidentiality obligations herein shall survive termination of this Agreement for a period of years.

Intellectual Property and Ownership

Licensor retains all right, title and interest in and to the Licensed Materials and any modifications, improvements, or derivatives thereof created by Licensor. Licensee acquires only the license rights expressly granted in this Agreement. Any enhancements or custom developments performed by Licensee do not vest in Licensor unless agreed in writing. Licensee shall not remove or alter any proprietary notices contained in the Licensed Materials.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the full corporate power and authority to enter into this Agreement. Licensor represents that, to its knowledge, it has the rights necessary to grant the license herein. Licensee represents that it will use the Licensed Materials in compliance with applicable law. Licensee shall indemnify, defend and hold harmless Licensor from and against any claim arising out of Licensee's use of the Licensed Materials, breach of this Agreement, or infringement resulting from Licensee's modifications or combinations. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the other party at the address set forth above or to such other address as a party designates by notice. Notices shall be deemed given upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Except to the extent a party seeks injunctive relief, the parties shall submit any dispute arising under this Agreement to binding arbitration pursuant to the rules agreed by the parties, with the arbitration to be conducted in the county of the governing law state unless otherwise agreed in writing.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No modification, amendment or waiver of any provision of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Severability and Assignment

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that either party may assign this Agreement in its entirety in connection with a merger, sale of substantially all assets, or change of control.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed binding for all purposes.

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