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( the " Licensor “)
OF THE FIRST PART
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( the " Licensee “)
OF THE SECOND PART
( Licensor and Licensee hereinafter jointly referred to as the "Parties" and individually as the "Party")
IN CONSIDERATION OF the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
For the purpose of this Agreement, the 'Intellectual Property' means .
The Licensee is granted a non-exclusive exclusive sole limited-use unlimited-use licence of the Intellectual Property (the 'Licence').
The Licence is granted
without territorial restrictions for the following territories:
The Licence is granted with without following restrictions on the use:
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The Licensor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
Copyright, title, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Licensor except the Licence.
Licensor may may not grant sublicences with without following limitations:
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Term of Agreement
Any Party No Party Licensor Licensee may terminate this Agreement prior to the .
In the event that either Party wishes to terminate this Agreement prior to , that Party will be required to provide day's week's month's year's written notice to the other Party.
The Term of this Agreement may be extended with the written consent (including email) of the Parties.
The Licence Fee includes does not include Value Added Tax (VAT).
The Licensor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Licence Fee and the Licensor will indemnify the Licensee in respect of any such payments required to be made by the Licensee.
Penalties for Late Payments
Any late payments will trigger a fee of % per day week month year on the amount still owing.
The rights and obligations of the Licensor as existing under this Agreement may not may be assigned in whole or in part to a third party , without the prior written consent of the Licensee.
The rights and obligations of the Licensee as existing under this Agreement may not may be assigned in whole or in part to a third party , without the prior written consent of the Licensor.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, the Licensee agrees to indemnify and hold harmless the Licensor, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the Licensor, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.
The Parties acknowledge that, in any position any Party may hold, any Party will, or may, be making use of, acquiring or adding to information which is confidential to the other Party (the 'Confidential Information') and the Confidential Information is the exclusive property of the such Party.
The Confidential Information will include all data and information relating to the business and management of any Party , including but not limited to:
Proprietary and trade secret technology;
Accounting records to which access is obtained by the other Party;
Work product information, including but not limited to, work product resulting from or related to work or projects performed or to be performed for any Party or for clients or any Party , of any type or form in any stage or actual or anticipated research, development and innovation;
Computer software resulting from or related to work or projects performed or to be performed for any Party or for clients of any Party , of any type or form in any stage of actual or anticipated research, development and innovation, including but not limited to, programmes and programme modules, routines and subroutines, flowcharts, coding sheets and the like, source code, object code and load modules, programming, programme patches and system designs;
Information relating to the property rights of any Party prior to any public disclosure of such information, including but not limited to, the nature of the proprietary rights, production data, technical and engineering data, test data and test results, the status and details of research, development and innovation of products and services and, information regarding acquiring, protecting, enforcing and licensing proprietary rights, including patents, utility patents, copyrights, designs and trade secrets,
Operational information, including but not limited to, internal personnel and financial information, vendor names and other vender information, including vendor characteristics, services and agreements, purchasing and internal cost information, internal services and operational manuals and, the manner and methods of conducting the business of any Party;
Marketing and development information, including but not limited to marketing and development plans, price and cost data, price and free amounts, pricing and billing policies, quoting procedure, marketing techniques and methods of obtaining business, forecasts and forcast assumptions and volumes and, future plans and potential strategies of any Party which have been or are being considered;
Customer information, including, but not limited to, names of customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of any Party;
Any information that has been disclosed by a third party to any Party and is governed by a non-disclosure agreement entered into between that third party and the other Party;
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The Confidential Information of each Party will not include information that:
Is generally known in the industry of the such Party;
Is now or subsequently becomes generally available to the public through no wrongful act of the other Party;
Was rightfully in the possession of the other Party prior to the disclosure to the other Party;
Is independently created by the other Party without direct or indirect use of the Confidential Information;
The other Party rightfully obtains from a third party who has the right to transfer or disclose it;
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The Parties agree to keep all Confidential Information absolutely confidential and protect its release from the public. The Parties agree not to divulge, reveal, report or use for any purpose, any of the Confidential Information which each Party has obtained or which was disclosed to other Party by such Party.
The Parties agree that if there is any question as to such disclosure then each Party will seek out the other Party prior to making any disclosure of the Confidential Information.
The Parties agree and acknowledge that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages, would cause irreparable injury to the other Party , would gravely affect the effective and successful conduct of the business and goodwill of the other Party and would be a material breach of this Agreement.
Each Party may disclose any of the Confidential Information:
To the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body;
To a third party where the other Party has consented in writing to such disclosure;
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If any Party loses or makes unauthorised disclosure of any of the Confidential Information, that Party will immediately notify the other Party and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
All notices or other communications shall be deemed given upon personal delivery to the appropriate address, or if sent by certified or registered mail, days after the date of mailing to the following:
Address: Is the above mentioned address Address:
Address: Is the above mentioned address Address:
Neither party shall be responsible for damages to the other party to the extent that a breach of this Agreement (or failure to perform) by such party is due to an act of god, strike or other labor dispute, war, terrorist activity, riot, civil disorder, embargo, fire, flood, weather condition, or any other casualty, beyond the reasonable control of such party (collectively, “Force Majeure”).
During any delay in performance due to an event of Force Majeure, the disabled party shall use its reasonable efforts and due diligence to resolve the cause of the delay and to minimize the effects thereof. If any of the obligations of any of the parties is hindered or prevented, in whole or in substantial part, because of a Force Majeure Event, then all other obligations of the parties shall continue. Delays or non-performance excused by this provision shall not excuse performance of any other obligation that is outstanding at the time of occurrence.
Notwithstanding the preceding, in the event such Force Majeure continues for a period of consecutive months, either party shall have the right, but not the obligation, to serve a written notice on the other terminating this Agreement in full and each shall have no further obligation whatsoever to the other save that Company shall continue to be obliged to make payments of monies due hereunder but not paid at the date of termination.
This Agreement shall be governed by and construed in accordance with English laws and the parties submit to the exclusive jurisdiction of the English Courts with regard to any dispute or claim arising under this Agreement.
Pronouns; Statutory References
All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. Any reference to the Code, the Regulations, the Act, or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned.
In the event any claim is made by any Party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this agreement was prepared by or at the request of a particular Party or the Party’s counsel.
References to this agreement
Numbered or lettered articles, sections and subsections herein contained refer to articles, section and subsections of this Agreement unless otherwise expressly stated.
All Exhibits attached to this Agreement are incorporated and shall be treated as if set forth herein.
Each of the Parties hereto shall execute and deliver any and all additional papers, documents, and other assurances, and shall do any and all acts and things, which are reasonably necessary, including, without limitation, all executed assignment documents relating to this Agreement.
In the event that any term or provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other term or provision, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held invalid, illegal or unenforceable, had never been contained herein.
The paragraph headings used herein are descriptive only and shall not affect the meaning or interpretation of this Agreement.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same Agreement.
This Agreement constitutes the entire understanding between the parties with respect to the subject matter contained herein.
IN WITNESS WHEREOF, the Parties have duly affixed their signatures on
SIGNED, SEALED AND DELIVERED
SIGNED, SEALED AND DELIVERED