Licensor — ACME Resources LLC
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Name: Michael Yuan
Title: General Manager
Date:
Licensee —
Name:
Title:
Date:
This Technology License Agreement (the “Agreement”) is made and effective as of between ACME Resources LLC, a TX LLC located at (the “Licensor”), and , a located at (the “Licensee”). The Licensor and the Licensee are each a “Party” and together the “Parties.”
“Licensed Technology” means , together with all related patents, copyrights, trade secrets, know-how, and documentation owned or controlled by the Licensor. “Field” means . “Improvements” means any modification, enhancement, or derivative of the Licensed Technology developed during the Term.
Subject to the terms of this Agreement, the Licensor grants the Licensee a , non-transferable, worldwide license, during the Term, to use, reproduce, and exploit the Licensed Technology solely within the Field. The Licensee may grant sublicenses only with the Licensor’s prior written consent, and any sublicense shall be consistent with and no broader than this Agreement. All rights not expressly granted are reserved by the Licensor.
Except as expressly permitted, the Licensee shall not: (a) use the Licensed Technology outside the Field; (b) reverse engineer, decompile, or disassemble the Licensed Technology except to the extent that restriction is prohibited by law; (c) remove or alter any proprietary notices; or (d) assert ownership of, or register, any of the Licensor’s intellectual property in the Licensed Technology.
In consideration of the license, the Licensee shall pay the Licensor a royalty of . The Licensee shall keep complete and accurate records sufficient to verify the royalties due and shall deliver royalty reports and payments on a basis. The Licensor may, on reasonable notice and not more than once per year, audit those records; if an audit reveals an underpayment exceeding five percent (5%), the Licensee shall bear the reasonable cost of the audit.
Each Party shall own the Improvements it develops. The Licensee shall promptly disclose to the Licensor any Improvement it develops to the Licensed Technology and grants the Licensor a non-exclusive, royalty-free, worldwide license to use such Improvement. Improvements developed by the Licensor are included in the Licensed Technology and made available to the Licensee on the terms of this Agreement.
This Agreement begins on the Effective Date and continues for unless earlier terminated. Either Party may terminate this Agreement on written notice if the other Party materially breaches and fails to cure the breach within thirty (30) days after written notice, or upon the other Party’s insolvency or bankruptcy. On termination, the Licensee shall cease all use of the Licensed Technology and, at the Licensor’s direction, return or destroy all copies and confidential materials. Accrued payment obligations and Sections 7 through 9 survive termination.
The Licensor represents and warrants that it owns or controls the Licensed Technology and has the right to grant the license in this Agreement. EXCEPT AS EXPRESSLY STATED, THE LICENSED TECHNOLOGY IS PROVIDED “AS IS,” AND THE LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Except for breaches of confidentiality or the license restrictions, neither Party will be liable for indirect, incidental, special, or consequential damages, and each Party’s aggregate liability arising out of this Agreement will not exceed the total royalties paid or payable in the twelve (12) months before the event giving rise to the claim.
This Agreement is governed by and construed in accordance with the laws of the State of TX, without regard to its conflict-of-laws rules. This Agreement is the entire agreement between the Parties on its subject matter and may be executed in counterparts, including by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: