Niche License Agreement

Niche License Agreement

Parties

Recitals

WHEREAS, Licensor is the sole owner or authorized licensor of certain intellectual property described as:

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use the licensed property for the limited purposes and territory set forth in this Agreement, effective as of ("Effective Date").

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties agree as follows.

Definitions

"Licensed Property" means the intellectual property described above and any modifications or improvements thereto made by Licensor during the Term.

"Territory" means the geographic area set forth as:

Grant of License

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a exclusive non-exclusive license to use the Licensed Property solely for the purposes set forth in the Scope of Work and within the Territory. The license granted is non-transferable except as expressly provided in this Agreement.

Scope of Work

Licensee will use the Licensed Property to perform the following activities in accordance with industry standards and applicable law. Any use outside the scope below requires prior written consent of Licensor.

Payment Terms

Licensee shall pay Licensor as follows:

All payments are exclusive of taxes. Licensee is responsible for any taxes, levies or duties imposed in connection with the payments hereunder, except for taxes based on Licensor's net income.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will expire on (the "Term"). Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice of breach.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information shall not include information that (a) is or becomes publicly available other than by breach of this Agreement, (b) is already in the receiving party's possession without obligation of confidentiality, (c) is independently developed by the receiving party without use of or reference to the disclosing party's confidential information, or (d) is rightfully obtained from a third party without restriction. The receiving party will use at least the same degree of care to protect confidential information as it uses to protect its own confidential information, but in no event less than reasonable care.

Intellectual Property and Ownership

All right, title and interest in and to the Licensed Property, including all modifications and derivative works created by Licensor, shall remain with Licensor. Licensee acquires only the limited license rights expressly granted in this Agreement and shall not contest Licensor's ownership or filing of intellectual property rights related to the Licensed Property.

Representations, Warranties and Indemnification

Licensor represents that it has the right to grant the license granted herein and that to Licensor's knowledge the Licensed Property does not infringe third-party rights. Licensee represents that it will use the Licensed Property in compliance with all applicable laws.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of its representations, warranties or obligations under this Agreement, except to the extent such claims result from the indemnitee's gross negligence or willful misconduct.

Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct or a party's indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and total liability shall be limited to the amounts paid or payable by Licensee to Licensor under this Agreement in the twelve (12) months preceding the claim.

Assignment

Neither party may assign this Agreement, in whole or in part, 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 hereunder.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles.

Entire Agreement; Amendments

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

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notice is effective upon receipt.

Certification

By executing below, each signatory warrants that they are duly authorized to enter into this Agreement on behalf of the party for whom they sign and that the party accepts and agrees to be bound by the terms herein. The parties acknowledge receipt of good and valuable consideration.

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