EXCLUSIVE SOFTWARE LICENSE AGREEMENT

 

This Exclusive License Agreement sets forth the terms and conditions of a developer-publisher arrangement between…… (here forward denoted as “Licensor”) located at …………… and …………, Inc., (here forward denoted as “XYZ”) a corporation located at …………….., USA and is deemed by the parties hereto as of ___________(date).

 

For the considerations, promises, warranties, and covenants set forth herein, the parties to this agreement hereby agree as follows:

  

 

 

 

 

 

 

SECTION 1 - DEFINITIONS

 

1.1    Licensed Products. “Licensed Products” shall mean any and all three-dimensional computer models, objects, datasets, databases, textures, images, products, designs, and other subject matter related thereto listed in Exhibit A attached hereto and incorporated herein by reference and which are hereby licensed to XYZ by Licensor, along with Licensor’s Verification of ownership of Licensed Products attached hereto as Exhibit B and incorporated herein by reference.

 

 

IL CONTRATTO È INCOMPLETO, A RICHIESTA SARÀ INVIATA UNA COPIA COMPLETA (artt.17 ss Cod.Deont.)   STUDIO MISURACA, FRANCESCHIN & Associati/Associates Studio Legale Law Firm www.smaf-legal.com   Il contratto manca di molte clausole, lo studio legale SMAF invia su gentile richiesta una completa copia a titolo di prestazione professionale a pagamento ex artt.17 ss. Cod. Deont. Forense / The contract has missing clauses; please, consider SMAF law firm allowed to send a you a payable copy according to Italian Forensic Deontology Code.

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1.2 Licensed Intellectual Property. “Licensed Intellectual Property” shall mean any and all patents, trade secrets, copyrights, trademarks, trade names, license rights, and any other intellectual property, which relate to or form any part of the Licensed Products listed in Exhibit A.

1.3 Net Sales Revenue. “Net Sales Revenue” for the Licensed Products shall be the gross sales price(s) paid for the Licensed Products sold or licensed to XYZ (minus rebates, refunds, discounts, and the like).

 

SECTION 2 - LICENSE

 

2.1 Grant of License. Licensor hereby grants to XYZ, and XYZ hereby accepts (a) an exclusive, world-wide license to publish, market, distribute, sell, and translate all Licensed Products and Licensed Intellectual Property, and (b) an exclusive, world-wide license to use, modify, reproduce, and otherwise exploit the same, and use generally all trademarks, trade names, and service marks of Licensor for XYZ’s marketing purposes (all of which licenses are referred to herein collectively as the “License”). Under the License, XYZ reserves all rights exercisable in its sole discretion, to:

a) translate and modify to affect such translation, use, reproduce, market, distribute, sell, and license the Licensed Products in any Poser acceptable format and on any computer hardware platform.

b) license any or all Licensed Products under XYZ’s license, or end-user agreement; and

c) all marketing and pricing decisions regarding the licensed products.

2.2 Restrictions of License. The license rights in Section 2.1 do not grant XYZ the right to modify Licensed Products in any manner to create derivative works without prior written consent from the Licensor.

2.3 Licensor’s License. While XYZ’s rights hereunder are exclusive, Licensor shall retain a right to use the Licensed Products under XYZ’s standard end-user agreement.

2.4 Future Licensed Products. Each future Licensor product added to this agreement by mutual agreement of the parties shall be described in an Addendum to Exhibit A hereto and labeled Exhibit A-2, Exhibit A-3, and so forth, signed by both parties, and shall thereafter be treated in all respects as a Licensed Product under this agreement from that time forward. Each Addendum to Exhibit A may also contain royalty rates applicable only to the products described in that addendum. If no royalty rates are included in the addendum, the royalty rates referenced in Sections 3.1 and 3.2 shall apply.

 

SECTION 3 - CONSIDERATION

3.1 Royalty. Licensor shall be entitled to a royalty equal to fifty percent (50%) of the Net Sales Revenue of all Licensed Products sold by XYZ during the term hereof, unless otherwise specified in Exhibit A. There are no royalties, fees or any other compensation payable to Licensor under this agreement except as expressly specified in this Section 3.

3.2 Royalty Payments. XYZ shall pay to Licensor the royalty due under paragraph 3.1 on a monthly basis. The royalty payment for each month shall be sent out to the Licensor within thirty (30) days after the end of the month. The royalty shall be paid in United States dollars.

The royalty and the Net Sales Revenue shall be determined according to the definitions set forth above and, in the event of any uncertainty beyond said definitions, in accordance with generally accepted accounting principles consistently applied. XYZ shall be responsible for maintaining adequate books and records for this purpose and shall make such books and records available to Licensor for inspection upon reasonable notice during reasonable business hours.

3.3 No Royalty Obligation. XYZ shall have no royalty obligation to Licensor for copies of any Licensed Products by XYZ for show evaluation, or advertising purposes. Distribution of all such copies shall be agreed upon by both parties.

 

 

AGREED TO AND ACCEPTED BY:

“XYZ”                                                                          “Licensor”

………….., Inc.

By: _____________________________                          By: _____________________________

Name: ............                                                            Name:___________________________

Title: President                                                             Title:____________________________

Date: ____________________________                         Date: ____________________________

Federal ID# or SSN:                                                     ________________

 

 

 

 

EXHIBIT “A”

LICENSED PRODUCT(S) AND all modifications, enhancements, and improvements thereto created by or for, and owned or controlled by, Licensor.

 

 

 

 

 

EXHIBIT “B”

 

LICENSOR’S VERIFICATION OF OWNERSHIP OF LICENSED PRODUCT(S)