Miscellaneous Radial Use Template

MISCELLANEOUS RADIAL USE TEMPLATE

Parties and Recitals

This Miscellaneous Radial Use Agreement (the Agreement) is entered into effective as of (Effective Date) by and between ("Provider"), with principal place of business at and ("Client"), with principal place of business at .

WHEREAS, Provider has developed certain radial designs, specifications, know-how and associated materials related to radial use and radial configurations (collectively, the Radial Materials); and

WHEREAS, Client desires to obtain a non-exclusive limited right to use the Radial Materials for the project described below and Provider is willing to grant such rights on the terms set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the scope, payment terms, confidentiality obligations and other terms that will govern their relationship with respect to the radial use described herein.

Scope of Work

Payment Terms

Client shall pay Provider the total fee of for the services and rights granted under this Agreement, payable as follows:

Any undisputed late payment shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and a one-time late fee of or per month, whichever is greater.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice to the other party.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provisions that by their nature survive termination shall survive.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either 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, including but not limited to Radial Materials, designs, specifications, technical data and pricing.

Each party agrees (a) to hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not to use Confidential Information for any purpose other than to perform its obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

The confidentiality obligations set forth herein shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Use Rights and Restrictions

Provider grants to Client a non-exclusive, non-transferable, revocable license to use the Radial Materials solely for the Project Title set forth above and only in the territory and for the purposes expressly described in the Scope of Work. Client shall not sublicense, assign, distribute, modify or create derivative works of the Radial Materials without Provider's prior written consent.

All right, title and interest in and to the Radial Materials, including all intellectual property rights, shall remain with Provider. Client shall not remove or alter any proprietary notice or legend on the Radial Materials.

Representations; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Provider represents that to the best of its knowledge the Radial Materials do not infringe third-party intellectual property rights. Client agrees to indemnify, defend and hold Provider harmless from and against any claims arising from Client's misuse of the Radial Materials or use outside the scope of the license granted herein.

Governing Law

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

Entire Agreement; Amendments

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

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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