Limited License Agreement

LIMITED LICENSE AGREEMENT

This Limited License Agreement (the "Agreement") is made and entered into as of (the "Effective Date"), by and between Licensor Name: with a principal place of business at , and Licensee Name: with a principal place of business at .

RECITALS

WHEREAS, Licensor owns certain intellectual property and proprietary materials described below and possesses the right to grant limited licenses to such materials;

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a limited, non-exclusive license to use the Licensed Materials solely for the Permitted Purpose under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth the scope of the license, limitations on use, payment terms, and the respective rights and obligations of each party.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. GRANT OF LICENSE

1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, revocable license to use the materials described as follows (the "Licensed Materials") solely for the purpose described below (the "Permitted Purpose"):

1.2 Restrictions. Licensee shall not (a) sublicense, distribute, sell, assign, lease, or otherwise transfer the Licensed Materials to any third party; (b) modify, adapt, translate, decompile, reverse engineer or create derivative works from the Licensed Materials except as expressly permitted in writing; or (c) use the Licensed Materials for any purpose other than the Permitted Purpose without the prior written consent of Licensor.

1.3 Reservation of Rights. All rights not expressly granted herein are reserved to Licensor. Licensor retains all right, title and interest in and to the Licensed Materials and any associated intellectual property rights.

2. TERM AND TERMINATION

2.1 Term. The license granted under this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement.

2.2 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 thirty (30) days after receipt of written notice specifying the breach.

2.3 Effect of Termination. Upon termination or expiration, Licensee shall cease all use of the Licensed Materials, return or destroy all copies as directed by Licensor, and certify in writing that it has complied with these obligations. Termination shall not relieve Licensee of any payment obligations incurred prior to termination.

3. FEES AND PAYMENT

3.1 License Fee. In consideration for the license granted herein, Licensee shall pay Licensor the fees set forth below in accordance with the schedule stated. Licensee agrees to pay:

3.2 Late Payment. Any undisputed amount not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. PROPRIETARY RIGHTS; CONFIDENTIALITY

4.1 Ownership. Licensor retains all right, title and interest in and to the Licensed Materials and all related intellectual property rights. Nothing in this Agreement transfers ownership of any intellectual property to Licensee.

4.2 Confidentiality. Each party shall maintain in confidence all non-public information disclosed by the other 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"). Confidential Information shall not include information that (a) is or becomes publicly known without breach; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

4.3 Duration. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as permitted by applicable law.

5. WARRANTIES; DISCLAIMER

5.1 Limited Warranty. Licensor warrants that it has the right to grant the license granted under this Agreement. Licensor further warrants that, to Licensor's knowledge, the Licensed Materials do not infringe any third party intellectual property rights as of the Effective Date.

5.2 DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 5.1, THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6. INDEMNIFICATION

Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors, employees and agents from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's breach of this Agreement, Licensee's use of the Licensed Materials other than as expressly permitted, or any claim that the Licensed Materials as used by Licensee infringe a third party's rights, except to the extent such claim arises from Licensor's breach of its representations in Section 5.1.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF LICENSOR FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. REPRESENTATIONS; AUTHORITY

Each party represents and warrants that (a) it is duly organized and in good standing under the laws of the jurisdiction of its organization, (b) it has the full power and authority to enter into and perform its obligations under this Agreement, and (c) the person executing this Agreement on its behalf is duly authorized to do so.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as the party may specify in writing.

10. ASSIGNMENT; SUCCESSORS

Licensee shall not assign, delegate or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Licensor, which consent shall not be unreasonably withheld. Any attempted assignment in violation of this provision shall be void. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

11. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

12. GOVERNING LAW; JURISDICTION

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 and venue of the courts located in the chosen jurisdiction for any disputes arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

13.1 Entire Agreement. This Agreement 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.

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Counterparts. 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.

14. ADDITIONAL PROVISIONS

14.1 Audit. Upon reasonable prior notice, Licensor may audit Licensee's use of the Licensed Materials to verify compliance. Such audit shall not unreasonably interfere with Licensee's business operations.

14.2 Publicity. Neither party shall use the other party's name, logo or trademarks in any publicity or advertising without the other party's prior written consent, except that Licensor may indicate that Licensee is an authorized licensee.

ENTITY INFORMATION

Individual Corporation LLC Partnership Other

Individual Corporation LLC Partnership Other

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