Partner License Agreement

PARTNER LICENSE AGREEMENT

This Partner License Agreement ("Agreement") is entered into as of by and between Licensor Name: , a Corporation Limited Liability Company Individual and Licensee Name: , a Corporation Limited Liability Company Individual.

WHEREAS

WHEREAS, Licensor is the owner or authorized licensor of certain intellectual property, software, solutions, trademarks and related materials described herein that are useful in the marketing and delivery of joint partner services; and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a limited license to use such intellectual property and materials on the terms set forth in this Agreement for the purpose of collaborative partner activities and customer offerings; and

WHEREAS, the parties intend by this Agreement to define the scope of the license, financial terms, confidentiality, and the respective obligations of each party in the partnership arrangement.

GRANT OF LICENSE

Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the licensed materials and intellectual property solely for the purposes set forth in this Agreement and solely within the territory and channels agreed between the parties. Licensee shall not sublicense, assign or otherwise transfer rights except as expressly permitted in writing by Licensor.

SCOPE OF WORK

PAYMENT TERMS

License Fee (one-time, if applicable): .

Royalty / Revenue Share: of net revenue derived from licensed products or services attributable to Licensee's sales efforts.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, compounded monthly, plus reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

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

Effects of Termination: Upon termination, Licensee shall cease all use of licensed materials and return or destroy Confidential Information as directed. Termination does not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party except as necessary to perform its obligations under this Agreement. Confidential Information means non-public information designated as confidential or that by its nature should reasonably be considered confidential. Confidentiality obligations survive termination for a period of three (3) years, except with respect to trade secrets which shall be protected for as long as permitted by law.

INTELLECTUAL PROPERTY

Ownership: Licensor retains all right, title and interest in and to the licensed intellectual property. Licensee acquires no ownership rights except the limited license expressly granted herein. Any modifications, derivative works or integrations developed by Licensee that incorporate licensed materials shall be owned by Licensor unless otherwise agreed in writing.

REPRESENTATIONS, WARRANTIES AND DISCLAIMER

Each party represents that it has full power and authority to enter into this Agreement. Licensor represents that, to its knowledge, it has the right to grant the license set forth herein. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL LICENSED MATERIALS ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT PERMITTED BY LAW.

INDEMNIFICATION

Licensee shall indemnify, defend and hold harmless Licensor against third-party claims arising from Licensee's breach of this Agreement, negligent or willful misconduct, or Licensee's use of the licensed materials beyond the scope of the license. Licensor shall indemnify Licensee for claims that the licensed intellectual property, as provided by Licensor, infringes a third party's issued U.S. patent, trademark or copyright, subject to the limitations set forth herein.

LIMITATION OF LIABILITY

EXCEPT FOR BODILY INJURY OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

Notices shall be in writing and shall be deemed given when delivered in person, by certified mail or overnight courier to the addresses set forth above or to such other address as a party may designate by written notice.

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

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 and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that achieves the original intent to the extent permitted by law.

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