This License Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between [COMPANY_NAME], a [STATE] corporation with its principal place of business at [COMPANY_ADDRESS] ("Licensor"), and [CLIENT_NAME], with its principal place of business at [CLIENT_ADDRESS] ("Licensee"). Licensor and Licensee are collectively referred to as the "Parties" and individually as a "Party."
1.1 Licensed Materials: The proprietary training materials, course content, software tools, templates, and documentation related to data staging and pipeline development provided by Licensor under this Agreement, including but not limited to video tutorials, eBooks, datasets, and proprietary scripts.
1.2 Territory: The geographic area where the Licensee is authorized to use the Licensed Materials, as specified in Exhibit A.
1.3 Authorized Users: Employees, contractors, or students of Licensee who are authorized to access and use the Licensed Materials under the terms of this Agreement.
1.4 Intellectual Property Rights: All copyrights, trademarks, trade secrets, patents, and other proprietary rights associated with the Licensed Materials.
1.5 Confidential Information: Any non-public information disclosed by one Party to the other, including but not limited to technical, financial, or business information.
2.1 Scope: Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license to use the Licensed Materials solely for the purpose of training Authorized Users in data staging and pipeline development.
2.2 Territory: The license is limited to use within the Territory specified in Exhibit A.
2.3 Exclusivity: This license is non-exclusive. Licensor reserves the right to license the Licensed Materials to other parties, including competitors of Licensee.
2.4 Delivery: Licensor shall deliver the Licensed Materials electronically via [WEBSITE_URL] or other mutually agreed-upon means within five (5) business days of the Effective Date.
3.1 Licensee shall not:
- Copy, distribute, or modify the Licensed Materials except as expressly permitted under this Agreement.
- Reverse engineer, decompile, or disassemble any software included in the Licensed Materials.
- Use the Licensed Materials for any purpose other than training Authorized Users.
- Remove or alter any copyright, trademark, or other proprietary notices on the Licensed Materials.
3.2 Licensee shall implement reasonable security measures to prevent unauthorized access to the Licensed Materials.
4.1 Licensee shall not sublicense, assign, or transfer its rights under this Agreement without the prior written consent of Licensor.
5.1 License Fee: Licensee shall pay Licensor a one-time license fee of $[AMOUNT] upon execution of this Agreement.
5.2 Royalties: In addition to the license fee, Licensee shall pay Licensor a royalty of [PERCENTAGE]% of gross revenue generated from any paid training programs that incorporate the Licensed Materials.
5.3 Payment Terms: All payments shall be made in U.S. dollars via wire transfer to the account specified by Licensor. Payments are due within thirty (30) days of receipt of an invoice.
5.4 Late Payments: Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
6.1 All Intellectual Property Rights in the Licensed Materials shall remain the sole property of Licensor. Licensee acknowledges that it acquires no ownership rights in the Licensed Materials.
6.2 Licensee shall promptly notify Licensor of any unauthorized use or infringement of the Licensed Materials and cooperate with Licensor in enforcing its Intellectual Property Rights.
7.1 Licensee shall ensure that all uses of the Licensed Materials comply with the quality standards set forth in Exhibit B.
7.2 Licensor reserves the right to audit Licensee's use of the Licensed Materials to ensure compliance with this Agreement.
8.1 Licensor represents and warrants that it has the right to grant the license under this Agreement and that the Licensed Materials do not infringe any third-party Intellectual Property Rights.
8.2 Licensee represents and warrants that it will use the Licensed Materials in compliance with all applicable laws and regulations.
9.1 By Licensor: Licensor shall indemnify and hold harmless Licensee from any claims, damages, or expenses arising from a breach of Licensor's representations and warranties.
9.2 By Licensee: Licensee shall indemnify and hold harmless Licensor from any claims, damages, or expenses arising from Licensee's use of the Licensed Materials.
10.1 In no event shall either Party be liable for any indirect, incidental, or consequential damages arising out of or related to this Agreement.
10.2 Licensor's total liability under this Agreement shall not exceed the total fees paid by Licensee to Licensor.
11.1 Term: This Agreement shall commence on the Effective Date and continue for a term of one (1) year unless terminated earlier in accordance with Section 12.
11.2 Renewal: This Agreement may be renewed for additional one-year terms upon mutual written agreement of the Parties.
12.1 Termination for Cause: Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party breaches any material term of this Agreement and fails to cure such breach within the notice period.
12.2 Termination for Convenience: Licensor may terminate this Agreement for convenience upon sixty (60) days' written notice.
12.3 Effects of Termination: Upon termination, Licensee shall immediately cease all use of the Licensed Materials and return or destroy all copies in its possession.
13.1 Licensor shall have the right to audit Licensee's use of the Licensed Materials upon ten (10) business days' written notice to ensure compliance with this Agreement.
13.2 Any audit shall be conducted during normal business hours and at Licensor's expense, unless the audit reveals a material breach of this Agreement, in which case Licensee shall reimburse Licensor for the cost of the audit.
14.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws principles.
14.2 Dispute Resolution: Any disputes arising under this Agreement shall be resolved through binding arbitration conducted in [CITY, STATE] in accordance with the rules of the American Arbitration Association.
15.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.
15.2 Amendments: This Agreement may only be amended by a written document signed by both Parties.
15.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15.4 Notices: All notices under this Agreement shall be in writing and delivered to the addresses specified above.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
[COMPANY_NAME]
By: ____
Name: [REPRESENTATIVENAME]
Title: [REPRESENTATIVE_TITLE]
[CLIENT_NAME]
By: ____
Name: [REPRESENTATIVENAME]
Title: [REPRESENTATIVE_TITLE]
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