LICENSING AGREEMENT
State of Alabama
BACKGROUND:
This Licensing Agreement (the "Agreement") is made effective as of ________ by and between the following Licensor of the following address:
________
________
and the following Licensee of the following address:
________
________
In the Agreement, the Party who is granting the right to use the licensed property will be referred to as "________," and the Party who is receiving the right to use the licensed property will be referred to as "________." The individuals may be known collectively as the "Parties." All references to the Licensee and Licensor in this Agreement shall include, if relevant, the Parties' parent companies, affiliates, and subsidiaries.
The Parties agree to the following:
I. GRANT OF LICENSE
1. ________ owns the following property (the "Authored Work"):
________
2. In accordance with this Agreement, ________ grants ________ an exclusive license to use the Authored Work.
3. This License provides the limited right to reproduce, publicly display and distribute the Authored Work only for the agreed upon terms set forth in this Agreement and signed by both Parties. The Authored Work used for any purpose not directly related to these terms must be with the express written permission of the Licensor and may include the payment of additional fees unless otherwise agreed to in writing.
4. Licensee may use the Authored Work however they see fit, as long as their use is otherwise within the bounds of this Agreement.
5. ________ retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee.
6. This grant of license only applies to following described geographical area:
________
II. ROYALTY PAYMENTS
7. Licensee shall pay to Licensor a royalty which shall be a one-time flat payment of $________ (________) paid up front at the time the Licensor grants the license to the Authored work to the Licensee.
III. MODIFICATIONS
8. The Licensee may freely make modifications to the Authored Work without any prior approval from the Licensor.
IV. DEFAULTS
9. If the Licensee fails to abide by the obligations of this Agreement, including the obligation to make any royalty payments when due, the Licensor shall have the option to cancel this Agreement by providing 30 days' written notice to the Licensee.
10. The Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated above and if there are no other defaults during such time period.
V. CONFIDENTIAL INFORMATION
11. The term "Confidential Information" refers to any information or materials that are proprietary to the Licensor, whether or not owned or developed by the Licensor, and which the Licensee may obtain through any direct or indirect contact with the Licensor or the Authored Works.
12. Regardless of whether specifically identified as confidential or proprietary, Confidential Information" shall include any information provided by the Licensor concerning the business, technology, and information of the Licensor and any third party with which the Licensor deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code, object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and client lists. The nature of the information and the manner of the disclosure are such that a reasonable person would understand it to be confidential.
13. Confidential Information does not include the following:
a. Matters of public knowledge that result from disclosure by ________
b. Information rightfully received by ________ from a third party without a duty of confidentiality
c. Information independently developed by ________
d. Information disclosed by operation of law
e. Information disclosed by ________ with prior written consent from ________
f. Any other information that both Parties agree in writing is not confidential
VI. PROTECTION OF CONFIDENTIAL INFORMATION
14. ________ understands and acknowledges that the Confidential Information has been developed or obtained by ________ by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of ________ which provides ________ with a significant competitive advantage, and needs to be protected from improper disclosure.
15. In consideration for the receipt by ________ of any Confidential Information, ________ agrees as follows:
a. No Disclosure: ________ will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of ________.
b. No Copying or Modifying: ________ will not copy or modify any Confidential Information without the prior written consent of ________.
c. Unauthorized Use: ________ shall promptly advise ________ if ________ becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
d. Application to Employees: ________ shall not disclose any Confidential Information to any employees of ________, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of ________.
VII. NON-EXCLUSIVE LICENSE TO LICENSOR
16. As of the effective date, ________ grants back to ________ a non-exclusive royalty free license to use the Authored Work as ________ sees fit, for the creation of derivative works.
17. This license back is only granted if and when the license shall not limit ________'s rights and public rights under this License.
VIII. WARRANTIES
18. Neither Party makes any warranties with respect to the use, sale, or other transfer of the Authored Work by the other Party or by any third-party, and ________ accepts the product "AS IS."
19. In no event will ________ be responsible for direct, indirect, special, incidental, or consequential damages that are in any way related to ________'s use of the Authored Work.
IX. TRANSFER OF RIGHTS
20. This Agreement shall be binding on any successors of the Parties.
21. Neither Party shall have the right to assign its interests in this Agreement to any other Party, unless the prior written consent of the other Party is obtained.
X. TERMINATION
22. This Agreement may be terminated by either Party by providing 30 days' written notice to the other Party.
23. This Agreement shall automatically terminate on ________.
XI. ENTIRE AGREEMENT
24. This Agreement contains the entire Agreement between the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.
XII. SEVERABILITY
25. The parties have attempted to limit the non-compete provision so that it applies only to the extent necessary to protect legitimate business and property interests.
26. If any provisions of this Agreement shall be held to be valid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
27. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
XIII. AMENDMENT
28. This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties.
XIV. WAIVER OF CONTRACTUAL RIGHTS
29. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
XV. APPLICABLE LAW
30. This Agreement shall be governed by the laws of the State of Alabama.
IN WITNESS WHEREOF, the Parties execute the Agreement as follows:
________________________________________
Signature of ________, Licensor
________________________________________
Date
________________________________________
Signature of ________, Licensee
________________________________________
Date