Loan Application License

LOAN APPLICATION LICENSE

This Loan Application License (the "Agreement") is made and entered into as of by and between:

WHEREAS

WHEREAS, Licensor develops, compiles and maintains loan application forms, processing procedures and related intellectual property and data-handling protocols (collectively, the "Materials") that facilitate the preparation, submission and tracking of consumer and commercial loan applications; and

WHEREAS, Licensee seeks a limited, revocable license to use the Materials solely to prepare and submit loan applications on behalf of Licensee and its authorized applicants, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope of the license, payment for such license, confidentiality obligations and termination rights in writing.

LICENSE GRANT

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Materials solely for the preparation and submission of loan applications for Licensee's own account and for applicants authorized by Licensee. Licensee shall not sublicense, distribute, copy, modify, reverse engineer, or create derivative works of the Materials except as expressly permitted in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

If any scheduled payment is not received within days after the due date, Licensee shall pay a late fee equal to of the overdue amount or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Licensor may terminate immediately upon written notice for material breach by Licensee, including unauthorized disclosure or use of the Materials, failure to pay fees when due, or any conduct that materially impairs Licensor's rights. Termination shall not relieve Licensee of its obligation to pay any amounts accrued prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Licensee shall protect the Materials with at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; or (iii) is independently developed without use of the disclosing party's Confidential Information. Upon termination, Licensee shall promptly cease use of the Materials and, at Licensor's election, return or destroy copies of Confidential Information and certify in writing to Licensor that it has complied with this obligation.

REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents and warrants that it has the authority to enter into this Agreement. Licensor represents that it has the right to grant the license provided herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE MATERIALS ARE PROVIDED "AS IS" AND LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEPT TO THE EXTENT LIABILITY FOR DIRECT DAMAGES IS REQUIRED BY APPLICABLE LAW.

COMPLIANCE WITH LAW; DATA USE AUTHORIZATION

Licensee shall use the Materials in compliance with all applicable laws, regulations and industry standards governing loan application preparation and data privacy. Licensee hereby authorizes Licensor to collect, process and use applicant data submitted through the Materials solely for the purpose of preparing, submitting and tracking loan applications, obtaining credit reports and communicating with prospective lenders, consistent with the confidentiality provisions of this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

Individual    Corporation    Limited Liability Company (LLC)    Other

CERTIFICATION AND AUTHORIZATION

By executing below, each party certifies that the information provided in and attached to this Agreement is true and correct to the best of its knowledge and that it has full authority to enter into this Agreement. Licensee authorizes Licensor to act on Licensee's behalf to prepare and submit loan applications in accordance with the Scope of Work and to obtain credit reports and related third-party information necessary to process such applications.

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