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 ……………..,
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.
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IL CONTRATTO Č INCOMPLETO, A RICHIESTA
SARŔ INVIATA UNA COPIA COMPLETA (artt.17
ss Cod.Deont.) STUDIO
MISURACA &
Associati/Associates
Studio Legale Law Firm 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
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)
