License Agreement NonTransferable and Non Exclusive License

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

License Agreement NonTransferable and Non Exclusive License

License Agreement NonTransferable and Non Exclusive License

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

LICENSE AGREEMENT (NON-TRANSFERABLE AND NON-EXCLUSIVE)

This License Agreement ("Agreement") is made and entered into as of {{effective_date}} ("Effective Date"), by and between:

**{{licensor_company_name}}**, a company duly organized and existing under the laws of {{licensor_country}}, with its principal place of business at {{licensor_address}} ("Licensor"); and

**{{licensee_company_name}}**, a company duly organized and existing under the laws of {{licensee_country}}, with its principal place of business at {{licensee_address}} ("Licensee").

Hereinafter, Licensor and Licensee may be referred to individually as a "Party" and collectively as the "Parties".

1. RECITALS

WHEREAS, Licensor is the sole and exclusive owner of certain intellectual property, including but not limited to {{description_of_IP}} (the "Licensed IP"); and

WHEREAS, Licensee desires to obtain a non-exclusive and non-transferable license to use the Licensed IP, and Licensor is willing to grant such a license in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

2. GRANT OF LICENSE

2.1. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Licensed IP solely for the purpose of {{purpose_of_use}} (the "Permitted Use") within the territory of {{territory}} ("Territory").

2.2. The Licensee shall not sub-license, assign, transfer, or otherwise convey its rights under this Agreement to any third party without the prior written consent of the Licensor.

2.3. This license does not grant Licensee any ownership interest in the Licensed IP, but only a limited right of use in accordance with the terms herein.

3. LICENSE FEE AND PAYMENT

3.1. In consideration for the license granted herein, Licensee shall pay Licensor a license fee of {{currency}}{{license_fee_amount}} ({{license_fee_words}}) on a {{payment_frequency}} basis, commencing on the Effective Date.

3.2. All payments shall be made in {{currency}} to the bank account designated by Licensor.

3.3. Any late payments shall incur interest at a rate of {{interest_rate}}% per annum, calculated daily until the date of full payment.

4. TERM AND TERMINATION

4.1. This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial term of {{initial_term_years}} ({{initial_term_words}}) years, unless terminated earlier in accordance with the provisions of this Agreement.

4.2. This Agreement may be terminated by either Party upon {{notice_period}} ({{notice_period_words}}) days' written notice to the other Party in the event of a material breach of any provision of this Agreement by the other Party, provided that such breach is not cured within the notice period.

4.3. Upon termination of this Agreement, Licensee shall immediately cease all use of the Licensed IP and return or destroy all copies of the Licensed IP in its possession.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Licensee acknowledges and agrees that all right, title, and interest in and to the Licensed IP, including all intellectual property rights therein, shall remain solely with the Licensor.

5.2. Licensee shall not challenge the validity or ownership of the Licensed IP by Licensor.

5.3. Licensee shall notify Licensor immediately of any infringement or misuse of the Licensed IP that comes to its attention.

6. REPRESENTATIONS AND WARRANTIES

6.1. Licensor represents and warrants that it has the full right, power, and authority to enter into this Agreement and to grant the license granted herein.

6.2. Licensee represents and warrants that it will use the Licensed IP only in accordance with the terms of this Agreement and applicable laws and regulations.

7. LIMITATION OF LIABILITY

7.1. To the maximum extent permitted by applicable law, in no event shall Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the Licensed IP; (b) any conduct or content of any third party on the Licensed IP.

7.2. The total aggregate liability of the Licensor to the Licensee for any and all claims arising out of or in connection with this Agreement shall not exceed the total license fees paid by Licensee to Licensor during the twelve (12) months preceding the event giving rise to the claim.

8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_country}}.

8.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution}}.

8.3. The seat of the arbitration shall be {{arbitration_city}}, {{arbitration_country}}.

8.4. The language of the arbitration shall be English.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions of the Parties, whether oral or written.

10. NOTICES

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by reputable overnight courier, or mailed by registered or certified mail, return receipt requested, postage prepaid, to the addresses set forth above or to such other address as either Party may designate by notice to the other Party.

Licensor: {{licensor_notice_address}}

Licensee: {{licensee_notice_address}}

11. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

**LICENSOR**

By: ________________________

Name: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: {{licensor_signature_date}}

**LICENSEE**

By: ________________________

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: {{licensee_signature_date}}