Master License Agreement

MASTER LICENSE AGREEMENT

This Master License Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Licensor Name: , an entity of type Corporation LLC Individual, with principal place of business at ; and Licensee Name: , an entity of type Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, Licensor is the owner or authorized licensor of certain software, technology, documentation and related materials identified as Licensed Materials and retains all proprietary rights therein; and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use such Licensed Materials subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to serve as the master agreement governing all specific licenses, statements of work, addenda and purchase orders executed under it.

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

1. DEFINITIONS

1.1 "Licensed Materials" means the software, object code, source code (if expressly provided), documentation, data and other materials listed in any applicable Order or Exhibit and as further described:

1.2 "Documentation" means user manuals, technical manuals and other written materials that Licensor provides in connection with the Licensed Materials.

2. GRANT OF LICENSE

2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive exclusive right and license to use the Licensed Materials solely for the Permitted Use within the Territory described below.

2.2 Permitted Use:

2.3 Territory:

3. SCOPE, RESTRICTIONS AND SUBLICENSING

3.1 Licensee shall not copy, modify, create derivative works of, decompile, disassemble or otherwise reverse engineer the Licensed Materials except to the extent such restriction is unenforceable under applicable law. Licensee shall not remove or alter any proprietary notices.

3.2 Sublicensing: Licensee is permitted is not permitted to sublicense the Licensed Materials except as expressly agreed in a written and signed Sublicense Agreement approved by Licensor.

4. FEES AND PAYMENT

Payments are due within days of invoice unless otherwise agreed in writing. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. TAXES

All fees are exclusive of taxes. Licensee shall be responsible for and shall pay any sales, use, value-added or other taxes applicable to amounts payable under this Agreement, excluding taxes based on Licensor's net income.

6. INTELLECTUAL PROPERTY; OWNERSHIP

Title, ownership and all intellectual property rights in and to the Licensed Materials, Documentation and any modifications, improvements or derivative works created by or for Licensor shall remain with Licensor. No rights are granted to Licensee except as expressly set forth herein.

7. CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party Confidential Information received from the other party, and shall use such Confidential Information solely for the performance of this Agreement. Confidentiality shall survive termination of this Agreement for years, except that trade secrets shall be protected for so long as they remain trade secrets.

8. WARRANTIES; DISCLAIMER

Licensor represents that it has the right to grant the rights granted hereunder. Licensor warrants that the Licensed Materials will materially conform to the Documentation for a period of days after delivery. EXCEPT FOR THE FOREGOING, THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. INDEMNIFICATION

Licensor shall defend, indemnify and hold Licensee harmless from and against third party claims that the Licensed Materials infringe a third party's issued patents, copyrights or trade secrets, provided that Licensee (a) gives Licensor prompt written notice of any claim, (b) permits Licensor to control the defense and settlement, and (c) reasonably cooperates at Licensor's expense. If use of the Licensed Materials is enjoined, Licensor shall, at its option, procure the right to continue use, replace or modify the Licensed Materials to be non-infringing, or terminate the license and refund a prorated portion of prepaid fees.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF LICENSOR ARISING OUT OF OR IN CONNECTION WITH 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.

11. TERM; TERMINATION

This Agreement shall commence on the Effective Date and continue for a term of unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach.

12. ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations.

13. AUDIT RIGHTS

Licensor shall have the right, upon reasonable prior notice and during regular business hours, to audit Licensee's records to verify compliance with the license and payment obligations. Any underpayment revealed by such audit shall be paid within thirty (30) days of written notice together with interest at the rate specified in Section 4.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this Section.

15. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No waiver shall be effective unless in writing and signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. This Agreement, together with any exhibits or Schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

17. MISCELLANEOUS

The parties agree to cooperate reasonably to implement the terms of this Agreement and to execute any additional documents necessary to effectuate the parties' intent. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

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