Third Party License Agreement

THIRD PARTY LICENSE AGREEMENT

This Third Party License Agreement ("Agreement") is made and entered into as of Effective Date: by and between Licensor Name: , with a principal place of business at Licensor Address: , and Licensee Name: , with a principal place of business at Licensee Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Licensor owns or controls certain software, materials, documentation, and related intellectual property that incorporate or interoperate with third party technology identified as Third Party Materials:

WHEREAS, Licensee desires to obtain from Licensor, and Licensor is willing to grant to Licensee, a license to use the Licensed Materials (as defined below) that incorporate or depend upon certain third party products and services subject to third party terms; and

WHEREAS, the Parties intend to allocate responsibility concerning compliance with such third party terms and to set forth the commercial and operational terms governing Licensee's use of the Licensed Materials.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Licensed Materials" means the software, code, documentation, data, and other materials licensed to Licensee under this Agreement and specifically listed in Exhibit A:

1.2 "Third Party Terms" means the license terms, service agreements, open source licenses, and other conditions imposed by third party providers of components or services incorporated in or used 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 license to use the Licensed Materials solely for Licensee's internal business purposes during the Term. Licensee's right to sublicense, transfer, or distribute the Licensed Materials is limited to the express written authorisation of Licensor.

2.2 All rights not expressly granted are reserved by Licensor. Licensee acknowledges that third party components included in the Licensed Materials may be subject to specific license obligations which may impose additional restrictions.

3. SCOPE, RESTRICTIONS AND THIRD PARTY TERMS

3.1 Licensee shall use the Licensed Materials only in accordance with the Documentation and this Agreement. Licensee shall not (i) modify the Licensed Materials except as expressly permitted herein, (ii) reverse engineer, decompile or disassemble the Licensed Materials except to the extent permitted by applicable law, or (iii) remove or alter any proprietary notices.

3.2 Where Licensed Materials include Third Party Materials, Licensee agrees to comply with the Third Party Terms. Licensee acknowledges that Licensor may not be able to grant rights in respect of third party components beyond those provided by the third party provider.

4. FEES AND PAYMENT

4.1 In consideration for the rights granted, Licensee shall pay Licensor the fees set forth below or in any applicable order form: Fee Amount:

4.2 All fees are due within thirty (30) days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Licensee shall be responsible for any taxes (other than taxes based on Licensor's net income) arising from this Agreement.

5. CONFIDENTIALITY

5.1 Each Party shall hold in confidence and not disclose to any third party any Confidential Information of the other Party. "Confidential Information" includes non-public technical, business, and financial information, but excludes information that is or becomes publicly available through no breach by the receiving Party, is rightfully received without restriction from a third party, or is independently developed without use of the disclosing Party's Confidential Information.

5.2 The receiving Party may disclose Confidential Information to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. The receiving Party remains liable for any breach by such persons.

6. WARRANTIES; DISCLAIMER

6.1 Licensor warrants that it has the right to grant the license granted in Section 2. Licensor does not warrant that the Licensed Materials will be error free or uninterrupted. Licensee's use of any Third Party Materials is at Licensee's sole risk and subject to the applicable third party terms.

6.2 EXCEPT FOR THE LIMITED WARRANTY STATED IN SECTION 6.1, THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. INDEMNIFICATION

7.1 Licensor shall indemnify, defend and hold Licensee harmless from and against any claim alleging that the Licensed Materials, as delivered by Licensor and excluding Third Party Materials, infringe a third party's issued patent, copyright or trademark, provided Licensee gives prompt written notice, allows Licensor to control the defense and settlement, and cooperates reasonably.

7.2 Licensee shall indemnify, defend and hold Licensor harmless from and against any claim arising from Licensee's breach of this Agreement, Licensee's modification of the Licensed Materials, or Licensee's failure to comply with Third Party Terms.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF CONFIDENTIALITY OR FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING OUT OF THIS AGREEMENT. LICENSOR'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. TERM AND TERMINATION

9.1 This Agreement commences on the Effective Date and continues for an initial term of Term (months): unless earlier terminated in accordance with this Section.

9.2 Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice. Licensor may also terminate immediately if Licensee materially violates Third Party Terms that cannot be cured.

10. EFFECTS OF TERMINATION

Upon termination or expiration of this Agreement, Licensee shall cease all use of the Licensed Materials and, at Licensor's election, return or certify destruction of all copies. Termination shall not relieve Licensee of any payment obligations accrued prior to the effective date of termination.

11. AUDIT RIGHTS

Licensor may, upon reasonable prior notice and during normal business hours, audit Licensee's use of the Licensed Materials to verify compliance. If an audit reveals underpayment, Licensee shall promptly pay the shortfall plus the reasonable costs of the audit if the shortfall exceeds five percent (5%) of the amounts due.

12. 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 in accordance with this Section), and shall be deemed given upon receipt when delivered by hand, one (1) business day after deposit with an overnight courier, or three (3) business days after mailing by certified mail, return receipt requested.

13. ASSIGNMENT; SUCCESSORS

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to an affiliate or to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes the assigning Party's obligations.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any right will be effective unless in writing. This Agreement may be executed in counterparts, each of which constitutes an original and all of which together constitute one instrument.

15. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of Governing State: , without regard to its conflicts of law principles. The Parties shall seek to resolve disputes in good faith; if unresolved, disputes shall be resolved by the state or federal courts located in Venue City: .

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits and order forms expressly incorporated, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

17. SURVIVAL

Sections concerning payment obligations, confidentiality, indemnification, limitation of liability, ownership, and any other provisions that by their nature should survive termination shall survive termination or expiration of this Agreement.

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