License Agreement
This License Agreement ("Agreement") is made and entered into this April 10, 2050, by and between [Licensor], having its primary place of business at [Licensor Address] and [Licensee], having its primary place of business at [Licensee Address].
1. Grant of License
1.1 License Grant: Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee an exclusive license to use the Intellectual Property, comprising a patented software algorithm for data encryption and decryption, described herein solely for the purposes set forth herein.
1.2 Scope of License: The license granted herein permits the Licensee to utilize the patented software algorithm for data encryption and decryption, including but not limited to integration into the Licensee's proprietary software products and services.
1.3 Territory: The license granted herein is global unless otherwise specified.
2. License Fees
2.1 Payment: In consideration for the license granted herein, the Licensee shall pay the Licensor the sum of $10,000 as license fees, according to the terms and conditions specified in the agreement.
2.2 Royalties: in addition, royalties shall be calculated based on 10% of the gross sales revenue generated by the Licensee from the exploitation or use of the licensed Intellectual Property
3. Term and Termination
3.1 Term: This Agreement shall commence on the Effective Date and shall continue in effect for five (5) years unless earlier terminated by the provisions herein.
3.2 Termination for Breach: Either Party may terminate this Agreement upon written notice to the other Party in the event of a material breach of any provision of this Agreement by the other Party if such breach remains uncured for 30 days following written notice thereof.
3.3 Effect of Termination: Upon termination of this Agreement for any reason, all rights and licenses granted herein shall immediately cease, and the Licensee shall cease all use of the Intellectual Property.
4. Representations and Warranties
4.1 By Licensor: The Licensor represents and warrants that it is the sole and exclusive owner of the Intellectual Property and has the full right, power, and authority to grant the license herein without the consent of any third party.
4.2 By Licensee: The Licensee represents and warrants that it has the necessary authority and rights to enter into this Agreement and to perform its obligations hereunder.
5. Indemnification
5.1 By Licensor: The Licensor agrees to indemnify, defend, and hold harmless the Licensee from and against any claims, damages, liabilities, costs, and expenses arising out of or relating to any breach of the representations and warranties made by the Licensor herein.
5.2 By Licensee: Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any claims, damages, liabilities, costs, and expenses arising out of or relating to any breach of the representations and warranties made by Licensee herein.
6. Confidentiality
6.1 Confidential Information: Each Party may have access to certain confidential information of the other Party ("Confidential Information") in connection with this Agreement. Each Party agrees to keep confidential all Confidential Information disclosed by the other Party and to use such Confidential Information solely to perform its obligations under this Agreement.
6.2 Exceptions: The obligations of confidentiality set forth herein shall not apply to any information that:
a) is or becomes publicly known through no fault of the receiving Party,
b) is rightfully received from a third party without restriction on disclosure, or
c) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.
7. Miscellaneous
7.1 Governing Law: This Agreement shall be governed by and construed by the laws of [insert governing jurisdiction].
7.2 Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
7.3 Amendment: This Agreement may only be amended by a written instrument signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
[LICENSOR NAME]
[LICENSEE NAME]
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