License Agreement NonTransferable and Non Exclusive License

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{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

LICENSE AGREEMENT

This License Agreement (the "Agreement") is made and entered into as of {{effective_date}} (the "Effective Date")

BETWEEN:

{{licensor_company_name}}, a company duly incorporated and existing under the laws of {{licensor_jurisdiction}}, with its principal place of business at {{licensor_address}} (hereinafter referred to as the "Licensor");

AND

{{licensee_company_name}}, a company duly incorporated and existing under the laws of {{licensee_jurisdiction}}, with its principal place of business at {{licensee_address}} (hereinafter referred to as the "Licensee").

Collectively referred to as "the Parties" and individually as a "Party".

1. RECITALS

WHEREAS, Licensor is the sole and exclusive owner of the intellectual property described in Exhibit A attached hereto (the "Licensed Property"); and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a non-transferable, non-exclusive license to use the Licensed Property, subject to the terms and conditions hereinafter set forth.

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 Property solely for {{permitted_use_description}} in the territory of {{territory}} (the "Licensed Territory").

2.2 Licensee shall not sublicense, assign, transfer, or otherwise convey this license or any rights or obligations hereunder, in whole or in part, without the prior written consent of Licensor.

2.3 This license specifically excludes any right to {{excluded_rights_description}}.

3. TERM AND TERMINATION

3.1 This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of {{term_duration}} (the "Term"), unless terminated earlier in accordance with the provisions of this Agreement.

3.2 Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party breaches any material provision of this Agreement and fails to cure such breach within {{cure_period_days}} days after receiving written notice thereof.

3.3 Upon termination of this Agreement, Licensee shall immediately cease all use of the Licensed Property and shall return to Licensor or destroy all copies of the Licensed Property in its possession or control, at Licensor's option.

4. LICENSE FEES AND PAYMENT

4.1 In consideration for the license granted herein, Licensee shall pay Licensor a license fee of {{currency}} {{license_fee_amount}} (the "License Fee").

4.2 The License Fee shall be payable as follows: {{payment_schedule_description}}.

4.3 All payments shall be made in {{currency}} to the bank account specified by Licensor from time to time.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Licensee acknowledges that all right, title, and interest in and to the Licensed Property, including all intellectual property rights, are and shall remain with Licensor.

5.2 Licensee shall not at any time challenge Licensor's ownership of the Licensed Property or the validity of any intellectual property rights related thereto.

5.3 Licensee agrees to promptly notify Licensor of any infringement or misappropriation of the Licensed Property that comes to its attention.

6. WARRANTIES AND REPRESENTATIONS

6.1 Licensor warrants that it has the full power and authority to grant the license contemplated by this Agreement.

6.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE LICENSED PROPERTY IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

7.1 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE LICENSED PROPERTY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 LICENSOR'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY LICENSEE TO LICENSOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING 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_law_jurisdiction}}.

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 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 with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

10. SIGNATURES

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

LICENSOR:

_____________________________

By: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: {{licensor_signature_date}}

LICENSEE:

_____________________________

By: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: {{licensee_signature_date}}