Materials Use License

MATERIALS USE LICENSE

This Materials Use License (the "Agreement") is made effective as of by and between Licensor Name: and Licensee Name: .

RECITALS

WHEREAS, Licensor is the owner of certain materials, content, designs, documentation, digital files and related materials described below (the "Materials") and possesses all right, title and interest necessary to grant the rights set forth in this Agreement;

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a limited license to use the Materials on the terms and conditions set forth herein;

WHEREAS, the parties intend that this Agreement define the scope of permitted uses, payment terms, confidentiality obligations, and other rights and responsibilities of the parties.

MATERIALS DESCRIPTION

SCOPE OF LICENSE

Licensor hereby grants to Licensee a non-exclusive/non-transferable (select as applicable) license to use the Materials solely for the purposes and within the territory described below, subject to the limitations and conditions set forth in this Agreement.

Licensee shall not sublicense, assign, or transfer the rights granted herein except with the prior written consent of Licensor. Licensee shall comply with any required attribution and shall not remove or alter Licensor's notices or proprietary legends.

SCOPE OF WORK

PAYMENT TERMS

All amounts are exclusive of taxes. Licensee is responsible for all taxes, duties or assessments arising from payments under this Agreement, excluding taxes imposed on Licensor's income.

TERM AND TERMINATION

Term: This Agreement commences on the Start Date: and, unless earlier terminated in accordance with this Agreement, expires on the End Date: .

Either party may terminate for material breach by the other if such breach remains uncured thirty (30) days after written notice specifying the breach. Upon termination, Licensee shall cease use of the Materials and, at Licensor's option, return or certify destruction of all copies.

CONFIDENTIALITY

Each party may disclose Confidential Information to the other in connection with this Agreement. "Confidential Information" means non-public information marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) protect it with at least the same degree of care it uses to protect its own confidential information, and (iii) not disclose it to third parties except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which remain protected for so long as they qualify as trade secrets.

INTELLECTUAL PROPERTY; WARRANTIES; INDEMNITY

Title and ownership of the Materials remain with Licensor. Licensor represents that it has the right to grant the license granted herein and that the Materials do not infringe third party intellectual property rights to the best of Licensor's knowledge. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND.

Licensee shall indemnify, defend and hold harmless Licensor from and against claims, damages, losses and liabilities (including reasonable attorneys' fees) arising out of Licensee's use of the Materials in violation of this Agreement or applicable law.

In no event shall either party be liable for incidental, consequential, special or punitive damages, except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality.

INSURANCE

Licensee shall maintain commercial general liability and professional liability insurance sufficient to cover liabilities arising from its use of the Materials. Upon request, Licensee shall provide evidence of such insurance to Licensor.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflicts of law principles. Any dispute arising out of or related to this Agreement shall be resolved by binding arbitration unless the parties mutually agree otherwise.

MISCELLANEOUS

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Licensor may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Severability: If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect and the parties shall replace the invalid provision with a valid provision that most closely approximates the intent of the original.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether written or oral.

NOTICES

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